Shearman & Sterling is advising HeartWare International Inc. in connection with a definitive merger agreement under which Medtronic Inc. will acquire HeartWare in a transaction valued at approximately $1.1 billion. Under the merger agreement, Medtronic will commence a tender offer for all outstanding shares of HeartWare common stock for $58.00 per share, in cash.

The offer is scheduled to commence no later than July 26, 2016. The acquisition is expected to close during Medtronic’s second fiscal quarter ending October 28, 2016, subject to the satisfaction of customary closing conditions. After the acquisition of the shares, Medtronic’s acquisition vehicle will merge with HeartWare pursuant to Section 251(h) of the Delaware General Corporation Law, with HeartWare International being the surviving corporation and a wholly owned subsidiary of Medtronic.  

HeartWare is a leading innovator of less-invasive, miniaturized circulatory support technologies for the treatment of advanced heart failure develops and manufactures miniaturized implantable heart pumps, or ventricular assist devices, to treat patients around the world suffering from advanced heart failure. Medtronic, headquartered in Dublin, Ireland, is among the world's largest medical technology, services and solutions companies.

The Team