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FRAMINGHAM, Mass. and
SALT LAKE CITY,
March 29, 2012 /PRNewswire/ -- HeartWare International, Inc. (NASDAQ: HTWR, ASX: HIN), which develops and manufactures miniaturized ventricular assist devices, and World Heart Corporation (NASDAQ: WHRT), which has been engaged in the development of left ventricular assist devices, announced today that they have entered into a definitive merger agreement under which HeartWare will acquire WorldHeart for consideration of
US$8 million, which will be paid in shares of HeartWare common stock or cash, at HeartWare's election.
"WorldHeart has been an important participant in the development of ventricular assist therapies for many years and has amassed over one hundred patents and patent applications. In line with our goal to be a leader in the VAD market for years to come, we believe that bolstering our patent portfolio and adding WorldHeart's technologies broadens our options for the future," said
Doug Godshall, President and CEO of HeartWare. "While we are intensely focused on the FDA panel for our HVAD® System next month, and commencement of first-in-man studies for our MVAD® System mid-year, we look forward to integrating WorldHeart's technologies and members of its talented team into our research efforts."
J. Alex Martin, WorldHeart's President and CEO, added, "We are excited to see the MiFlow™ VAD and related magnetic levitation technology placed in the hands of an experienced and innovative company like HeartWare. We are confident that the WorldHeart technology will broaden and complement HeartWare's product and IP portfolio."
Under the merger agreement, each share of WorldHeart common stock will either be converted into the right to receive the number of shares of HeartWare common stock equal to the quotient determined by dividing per share merger consideration by the average of the per share closing prices of HeartWare common stock on NASDAQ during the ten consecutive trading days ending on (and including) the trading day that is one calendar day prior to the date of the closing of the transaction or cash equal to the per share merger consideration at HeartWare's election. The per share merger consideration will be determined by dividing
$8 million by the number of shares of WorldHeart common stock outstanding on a fully diluted basis (excluding out of the money options and warrants and warrants subject to a put right), or approximately
$0.29 per share at today's fully diluted WorldHeart common stock outstanding. The boards of directors of both companies have approved the transaction. The transaction is subject to the approval of WorldHeart's stockholders and satisfaction of other customary closing conditions. HeartWare stockholder approval is not required.
In connection with the merger, certain stockholders of WorldHeart have entered into voting agreements with HeartWare pursuant to which they have agreed to vote a certain number of their shares of WorldHeart common stock in favor of the merger at the WorldHeart stockholders' meeting.