FRAMINGHAM, Mass. and
SYDNEY, June 12, 2013 /PRNewswire/ -- HeartWare
International, Inc. (NASDAQ:HTWR - ASX:HIN), today announced
that it has requested and received approval from ASX Limited for
its removal from the official list of ASX. Trading in
HeartWare's CHESS Depositary Interests (CDIs) will be
suspended on ASX at the close of market on September 10, 2013.
HeartWare's shares of common stock are currently listed for
trading on the NASDAQ Global Select Market (NASDAQ) under
the symbol HTWR and HeartWare's CDIs are traded on the ASX under
the code HIN. One share of HeartWare common stock is
equivalent to 35 CDIs.
ASX has advised that in accordance with the Company's request,
it will remove the Company from the official list of ASX with
effect from the close of trading on September 17, 2013 subject to HeartWare providing
a voluntary sale facility through which holders of CDIs may sell
their shares of common stock on NASDAQ (as described below) and
notifying CDI holders of the availability of the sale
facility. HeartWare's common stock will continue to be listed
on NASDAQ.
Background on decision to delist
HeartWare Limited was admitted to the official list of ASX in
2005 and was replaced as the ASX listed entity by HeartWare
following its redomiciliation in the
United States in 2008. Since HeartWare's listing on
NASDAQ in 2009, there has been a substantial shift in the trading
volume of its securities from ASX to NASDAQ, which has culminated
in more than 99% of the total trading volume of HeartWare's
securities occurring on NASDAQ and less than 1% of its trading
volume occurring on ASX since January
1, 2013. In addition, CDIs now only represent
approximately 5% of HeartWare's issued and outstanding capital with
the vast majority of its capital being held as common stock traded
on NASDAQ. As a result, HeartWare has determined that
sustaining the administrative costs of an ASX listing, including
the higher level of regulatory compliance costs associated with
dual listings, is difficult to justify and, accordingly, has made
the decision to delist from ASX.
Delisting process
Prior to suspension of trading in HeartWare's CDIs on ASX,
HeartWare will send each CDI holder a letter which will provide an
overview of the delisting process as well as details of the
following options which will be available to CDI holders:
- the continued right to sell their CDIs on ASX until trading of
CDIs is suspended from the official list of ASX (expected
September 10, 2013);
- a Voluntary Sale Facility that will be established by the
Company to enable CDI holders to sell the shares of common stock
underlying their CDIs on NASDAQ for a period of three months
following the date of HeartWare's removal from the official list of
ASX (expected for the period between September 18, 2013 to December 18, 2013);
- the continued right to convert their CDIs into shares of common
stock until the end of the Voluntary Sale Facility (expected on or
around December 18, 2013); and
- the compulsory sale of remaining shares of common stock
underlying the CDIs during the nine day period following the close
of the Voluntary Sale Facility (expected to occur between
December 19, 2013 and December 27, 2013).
About HeartWare International
HeartWare International develops and manufactures miniaturized
implantable heart pumps, or ventricular assist devices, to treat
Class IIIB / IV patients suffering from advanced heart failure. The
HeartWare® Ventricular Assist System features the
HVAD® pump, a small full-support circulatory assist
device designed to be implanted next to the heart, avoiding the
abdominal surgery generally required to implant competing devices.
The HeartWare System is approved in the
United States for the intended use as a bridge to cardiac
transplantation in patients who are at risk of death from
refractory end-stage left ventricular heart failure, has received
CE Marking in the European Union and has been used to treat
patients in 30 international countries. The device is also
currently the subject of a U.S. clinical trial for destination
therapy. For additional information, please visit the
Company's website at www.heartware.com.
HeartWare International, Inc. is a member of the Russell
2000® and its securities are publicly traded on The
NASDAQ Stock Market and the Australian Securities Exchange.
HEARTWARE, HVAD, MVAD and HeartWare logos are registered
trademarks of HeartWare, Inc.
Forward-Looking Statements
This announcement contains forward-looking statements that are
based on management's beliefs, assumptions and expectations and on
information currently available to management. All
statements that address events or developments that we expect or
anticipate will occur in the future are forward-looking statements,
including without limitation our expectations with respect to the
removal of CDIs from the official list of ASX, the delisting
process, trading of our securities on NASDAQ and ASX, and the
overall performance of HeartWare and HeartWare
securities. Management believes that these
forward-looking statements are reasonable as and when made.
However, you should not place undue reliance on forward-looking
statements because they speak only as of the date when made.
HeartWare does not assume any obligation to publicly update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise. HeartWare may not
actually achieve the plans, projections or expectations disclosed
in forward-looking statements, and actual results, developments or
events could differ materially from those disclosed in the
forward-looking statements. Forward-looking statements are
subject to a number of risks and uncertainties, including without
limitation those described in Part I, Item 1A. "Risk Factors" in
HeartWare's Annual Report on Form 10-K filed with the Securities
and Exchange Commission. HeartWare may update risk factors
from time to time in Part II, Item 1A "Risk Factors" in Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K, or other filings
with the Securities and Exchange Commission.
For further information:
Christopher Taylor
HeartWare International, Inc.
Email: ctaylor@heartwareinc.com
Phone: +1 508 739 0864
SOURCE HeartWare International, Inc.