Upon completion of the transaction, HeartWare’s operations will be integrated into Thoratec’s cardiovascular division and the combined company will offer a broad portfolio of approved devices and will continue to develop emerging technologies for the treatment of heart failure patients, said Thoratec.
Under the merger agreement, each share of HeartWare common stock will be converted into the right to receive $14.30 in cash and 0.6054 of a share of Thoratec common stock, reflecting a current per share price of approximately $30.19 for each share of HeartWare common stock. In addition, Thoratec will provide HeartWare a convertible loan facility of up to $28 million to fund ongoing operations until the closing of the transaction, which is currently expected to occur in the second half of 2009.
The boards of directors of both companies have approved the transaction. The transaction is subject to approval of HeartWare’s stockholders and satisfaction of other customary closing conditions, including regulatory clearance.
Gary Burbach, president and CEO of Thoratec, said: “We believe that combining the strengths of the two companies will enable us to build upon each of our strong technology and product platforms, giving more and better options for a large and significantly underserved heart failure patient population.
“Because of the complementary nature of Thoratec’s and HeartWare’s products, the combined company intends to aggressively develop and make available to patients both Thoratec’s and HeartWare’s products using Thoratec’s extensive clinical and administrative support network.”