Broadens Heart
Failure Leadership Into Growing Circulatory Support Sector
DUBLIN - Aug. 23, 2016 -
Medtronic plc (NYSE: MDT), the global leader in medical technology,
has completed its acquisition of HeartWare International, Inc., a
leading innovator of less-invasive, miniaturized, mechanical
circulatory support technologies (MCS) for treating patients with
advanced heart failure. HeartWare will become part of the Heart
Failure business within the Medtronic Cardiac Rhythm and Heart
Failure division. Under the terms of the transaction, each
outstanding share of HeartWare common stock has been converted into
the right to receive $58.00 in cash, without interest, subject to
any required withholding of taxes.
HeartWare develops and manufactures miniaturized
implantable heart pumps, or ventricular assist devices (VAD), to
treat patients around the world suffering from advanced heart
failure. Its flagship product, the HVAD® System,
features the world's smallest full-support VAD and is indicated for
refractory end-stage left-ventricular heart failure patients in the
U.S. who are awaiting a heart transplant, as well as approved in
Europe for long-term use in patients at risk of death from
refractory, end-stage heart failure.
Medtronic estimates that the global VAD market is
approximately $800 million currently, and worldwide is expected to
grow in the mid-to-high single digits for calendar years 2016-17,
and accelerate to high-single/low-double digits beyond calendar
year 2017.
"Not only does the current HeartWare portfolio
expand Medtronic leadership across the heart failure continuum, its
product pipeline - when married with our expertise - can result in
progressively less-invasive heart pumps that have the potential to
benefit even more patients," said David Steinhaus, M.D., vice
president and general manager of the Heart Failure business, and
medical director for the Cardiac Rhythm and Heart Failure division
at Medtronic. "Today, Medtronic offers the industry's leading
cardiac resynchronization therapy devices, including MR-conditional
CRT-defibrillators; MCS therapy for advanced heart failure
patients; heart failure diagnostics; and meaningful expert analysis
through Medtronic Care Management Services, including the recently
launched Beacon Heart Failure Management Service."
The acquisition of HeartWare broadens the
Medtronic portfolio of therapies, diagnostic tools and services for
patients suffering from heart failure, aligning with Medtronic's
Mission of alleviating pain, restoring health and extending life.
The acquisition is part of the Company's therapy innovation
strategy to surround the physician with innovative products while
focusing on patients and disease states.
"This is an exciting moment, as more than 600
HeartWare employees are now part of the broader Medtronic
organization," said Doug Godshall, who served as president and
chief executive of HeartWare for the past decade. "HeartWare has
delivered incredible advancements for patients suffering from heart
failure, through the commercialization of the HVAD system and
pipeline development, and I am convinced that being part of
Medtronic will allow us to accelerate meaningful innovations even
more quickly."
Heart failure, also known as congestive heart
failure, is a condition in which the heart isn't pumping enough
blood to meet the body's needs. Heart failure usually develops
slowly after an injury to the heart. Some injuries may include a
progressive deterioration of the heart muscle, heart attack,
untreated high blood pressure, or heart valve disease. Heart
failure remains a leading cause of hospitalization and death in the
United States, and its prevalence continues to increase, affecting
more than 5 million people in the U.S. alone. The cost of heart
failure is high. Healthcare expenditures in the U.S. on heart
failure are estimated to be approximately $39 billion per year,
making it one of the largest expenses to the healthcare system.
With the aging of the population, Medtronic estimates that the
number of patients with heart failure could exceed 8 million by
2030.
This transaction is expected to meet Medtronic's
long-term financial metrics for acquisitions. Medtronic does not
intend to modify its fiscal year 2017 revenue outlook or earnings
per share (EPS) guidance as a result of this transaction, although
it is expected to provide increased confidence in the company's
ability to deliver on its FY17 revenue growth outlook. In addition,
Medtronic expects minimal to no net EPS dilution from this
transaction for the first two years as the company intends to
offset the expected dilutive impact. The acquisition is expected to
be earnings accretive in year three.
In collaboration with leading clinicians,
researchers and scientists worldwide, Medtronic offers the broadest
range of innovative medical technology for the interventional and
surgical treatment of cardiovascular disease and cardiac
arrhythmias. The company strives to offer products and services of
the highest quality that deliver clinical and economic value to
healthcare consumers and providers around the world.
The Tender Offer and
Merger
The tender offer for all of the outstanding shares of HeartWare
common stock expired as scheduled immediately after 11:59 p.m.
Eastern time on August 22, 2016. Computershare Trust Company, N.A.,
the depositary and paying agent for the tender offer, has advised
Medtronic that 14,952,817 shares of HeartWare common stock were
validly tendered and not properly withdrawn in the tender offer,
representing approximately 85.15% of the outstanding shares. All of
the conditions to the tender offer have been satisfied, and on
August 23, 2016, Medtronic Acquisition Corp., a subsidiary of
Medtronic, accepted for payment and will promptly pay for all
shares validly tendered and not properly withdrawn in the tender
offer.
Following acceptance of the tendered shares,
Medtronic completed its acquisition of HeartWare through the merger
of Medtronic Acquisition Corp. with and into HeartWare without a
vote of HeartWare's stockholders pursuant to Section 251(h) of the
Delaware General Corporation Law. As a result of the merger,
HeartWare became a wholly-owned subsidiary of Medtronic. In
connection with the merger, all HeartWare shares not validly
tendered into the tender offer (other than shares (i) owned by
HeartWare as treasury stock or owned by Medtronic, Inc. or
Medtronic Acquisition Corp., which shares were cancelled and
retired and cease to exist or (ii) held by any person who was
entitled to and has properly demanded statutory appraisal of his or
her shares) have been cancelled and converted into the right to
receive the same $58.00 per share in cash, without interest,
subject to any required withholding of taxes, as will be paid for
all shares that were validly tendered and not properly withdrawn in
the tender offer. HeartWare common stock will cease to be traded on
The NASDAQ Stock Market LLC.
About Medtronic
Medtronic plc (www.medtronic.com), headquartered in Dublin,
Ireland, is among the world's largest medical technology, services
and solutions companies - alleviating pain, restoring health and
extending life for millions of people around the world. Medtronic
employs more than 85,000 people worldwide, serving physicians,
hospitals and patients in approximately 160 countries. The company
is focused on collaborating with stakeholders around the world to
take healthcare Further, Together.
Any forward-looking statements,
including, but not limited to, statements regarding the transaction
between Medtronic and HeartWare, strategic and other potential
benefits of the transaction, including meeting Medtronic's
long-term financial metrics for acquisitions, HeartWare's products
and product candidates and other statements about future
expectations, beliefs, goals, plans or prospects, are subject to
risks and uncertainties such as those described in Medtronic's and
HeartWare's periodic reports on file with the Securities and
Exchange Commission. Actual results may differ materially from
anticipated results. Medtronic cautions investors not to place
considerable reliance on the forward-looking statements contained
in this press release. These forward-looking statements speak only
as of the date of this document, and Medtronic undertakes no
obligation to update or revise any of these statements.
-end-
Contacts:
Christopher Garland
Public Relations
+1-763-526-1621
Ryan Weispfenning
Investor Relations
+1-763-505-4626
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Medtronic plc via Globenewswire
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