HeartWare (HTWR) to Acquire World Heart (WHRT) for $8M

March 30, 2012 7:13 AM EDT
HeartWare International, Inc. (Nasdaq: HTWR) and World Heart Corporation (Nasdaq: WHRT) 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.

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 World Heart 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.

Upon the closing of the transaction, which is expected within approximately 90 days, WorldHeart's operations will be integrated into those of HeartWare.

WorldHeart shares will resume trading at 7:15am ET.

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