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 principal Shearman & Sterling team included partner Clare O’Brien (New York-Mergers & Acquisitions); and associates Richard Fischetti, Erik Lindemann, Katie Butler and Stephen Kam (all New York-Mergers & Acquisitions). Other attorneys include partners John Cannon (New York-Compensation, Governance & ERISA), Richard Alsop (New York-Capital Markets), Larry Crouch (Menlo Park-Tax), Jordan Altman (New York-Intellectual Property Transactions), Beau Buffier (New York-Antitrust) and Alan Goudiss (New York-Litigation); and associates Nell Beekman, Matt Weston (both New York-Compensation, Governance & ERISA), Paul Anderson, Brian Bishop (both New York-Capital Markets), Azeka Lobo (Washington, DC-Tax) and Mark Pereira (New York-Intellectual Property Transactions).