OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of HEARTWARE INTERNATIONAL, INC. at $58.00 Per Share by MEDTRONIC ACQUISITION CORP. a wholly-owned subsidiary of MEDTRONIC, INC. a wholly-owned subsidiary of MEDTRONIC PUBLIC LIMITED...Medtronic PLC • July 26th, 2016 • Electromedical & electrotherapeutic apparatus
The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of June 27, 2016 (as it may be amended from time to time, the “Merger Agreement”), by and among Parent, Purchaser and HeartWare. The Merger Agreement provides, among other things, that as soon as practicable following the consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will be merged with and into HeartWare (the “Merger”) without a vote of the stockholders of HeartWare in accordance with Section 251(h) of the Delaware General Corporation Law (the “DGCL”), with HeartWare continuing as the surviving corporation in the Merger. In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (other than Shares (i) owned by HeartWare as treasury stock or owned by Parent or Purchaser, which Shares will be cancelled and retired and will cease to exist or (ii) held by a holder who properly demands appraisal for such Shares in
CONFIDENTIAL DISCLOSURE AGREEMENTConfidential Disclosure Agreement • July 26th, 2016 • Medtronic PLC • Electromedical & electrotherapeutic apparatus • Minnesota
This Agreement dated January 19, 2016 (“Effective Date”), is by and between Medtronic, Inc., with a place of business at 8200 Coral Sea Street NE, SH Legal MVS76, Mounds View, MN 55112 (hereinafter called “Medtronic”) and HeartWare, Inc., with a place of business at 500 Old Connecticut Path, Building A, Framingham, MA 01701, (hereinafter called the “Undersigned”). Medtronic and Undersigned are individually referred to as a “Party” and collectively referred to as the “Parties.”
