Attached files
file | filename |
---|---|
EX-4.1 - EX-4.1 - HeartWare International, Inc. | b83760exv4w1.htm |
EX-5.2 - EX-5.2 - HeartWare International, Inc. | b83760exv5w2.htm |
EX-5.1 - EX-5.1 - HeartWare International, Inc. | b83760exv5w1.htm |
EX-4.2 - EX-4.2 - HeartWare International, Inc. | b83760exv4w2.htm |
EX-1.1 - EX-1.1 - HeartWare International, Inc. | b83760exv1w1.htm |
EX-1.2 - EX-1.2 - HeartWare International, Inc. | b83760exv1w2.htm |
EX-99.1 - EX-99.1 - HeartWare International, Inc. | b83760exv99w1.htm |
EX-99.2 - EX-99.2 - HeartWare International, Inc. | b83760exv99w2.htm |
8-K - HEARTWARE INTERNATIONAL, INC. - HeartWare International, Inc. | b83760e8vk.htm |
Exhibit 99.3
HeartWare International, Inc.
Announces Completion of Concurrent Public Offerings of
Convertible Senior Notes
and Common Stock
Announces Completion of Concurrent Public Offerings of
Convertible Senior Notes
and Common Stock
(FRAMINGHAM,
Mass. and SYDNEY) December 15, 2010 HeartWare International, Inc. (NASDAQ:
HTWR, ASX: HIN) (HeartWare) announced today the completion of a public offering of $143.75
million principal amount of convertible senior notes due 2017 (the notes), pursuant to an
effective shelf registration statement filed with the Securities and Exchange Commission (SEC) on
December 9, 2010. This amount includes $18.75 million aggregate principal amount of notes sold
pursuant to the underwriters exercise in full of their option to purchase an additional amount of
the notes to cover over-allotments.
The notes will bear interest at a rate of 3.50% per annum and will mature on December 15, 2017.
The notes will be convertible upon the occurrence of certain events and during specified periods.
Upon conversion, HeartWare will pay or deliver, as the case may be, cash, shares of HeartWares
common stock or a combination thereof, at HeartWares option.
The initial conversion rate will be 10.0000 shares of common stock per $1,000 principal amount of
notes, which corresponds to an initial conversion price of $100.00, representing a conversion
premium of approximately 23% based on the closing price of $81.31 on December 9, 2010. The
conversion rate is subject to adjustment from time to time upon the occurrence of certain events.
The Company also announced the completion of a concurrent public offering of 1,000,000 shares of
HeartWares common stock held by Apple Tree Partners I, L.P., one of HeartWares existing
stockholders, at a price per share of $81.31 pursuant to an effective shelf registration statement
filed with the SEC on December 9, 2010. This amount includes 100,000 additional shares of common
stock sold pursuant to the underwriters exercise in full of their option to purchase additional
shares of common stock to cover over-allotments.
HeartWare intends to use the net proceeds from the notes offering for general corporate and working
capital purposes, including, but not limited to, research and development, expansion of its
manufacturing capabilities and/or licensing of or investment in complementary products,
technologies or businesses. HeartWare will not receive any of the proceeds from the common stock
offering.
J.P. Morgan Securities LLC acted as the sole book-running manager for both the convertible notes
and common stock offerings. Canaccord Genuity Inc., Lazard Capital Markets LLC and Wells Fargo
Securities, LLC acted as co-managers of the offerings.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any
securities nor shall there be any sale of these securities in any state in which such offer,
1
solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of such state. The issuer has filed a registration statement (including a prospectus) with
the SEC for the offerings to which this communication relates. Each offering of securities was
made
only by means of a prospectus and the related prospectus supplement. You may get these documents
for free by visiting EDGAR on the SEC Website at www.sec.gov. Alternatively, copies of the
prospectus and the related prospectus supplement can be obtained by contacting J.P. Morgan
Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York
11717 or by calling 1-866-803-9204.
About HeartWare International
HeartWare International develops and manufactures miniaturized implantable heart pumps, or
ventricular assist devices, to treat patients suffering from advanced heart failure.
Forward-Looking Statements
This announcement contains forward-looking statements that are based on managements beliefs,
assumptions and expectations and on information currently available to management. All statements
that address operating performance, 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 regulatory submissions and approvals such as FDA approval of our expected premarket
approval application for our HeartWare® Ventricular Assist System for a bridge-to-transplant
indication; our expectations with respect to our clinical trials, including enrollment in or
completion of our clinical trials; our expectations with respect to the integrity or capabilities
of our intellectual property position; our ability to commercialize our existing products; our
ability to develop and commercialize new products; and our estimates regarding our capital
requirements and financial performance, including profitability. Management believes that these
forward-looking statements are reasonable as and when made. 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, the possibility the FDA does not approve the marketing of the
HeartWare® Ventricular Assist System in the U.S., and those described in Part I, Item 1A. Risk
Factors in our Annual Report on Form 10-K filed with the Securities and Exchange Commission. We
may update our risk factors from time to time in Part II, Item 1A. Risk Factors in our Quarterly
Reports on Form 10-Q, or other current reports filed with the SEC including without limitation
those described in Item 8.01 in HeartWares Form 8-K filed with the SEC on December 9, 2010.
For further information:
Christopher Taylor
HeartWare International, Inc.
Email: ctaylor@heartwareinc.com
Phone: +1 508 739 0864
Christopher Taylor
HeartWare International, Inc.
Email: ctaylor@heartwareinc.com
Phone: +1 508 739 0864
2