According to the Complaint, on June 27, 2016, Medtronic and the Company announced that they had entered into an Agreement and Plan of Merger dated June 27, 2016 (“Merger Agreement”), by which Medtronic, through its affiliate Medtronic Acquisition Corp. (“Merger Sub”) commenced a tender offer to acquire all of the outstanding shares of HeartWare for $58.00 per share in cash (“Proposed Transaction”). The Proposed Transaction is valued at approximately $1.1 billion and is expected to close during Medtronic’s second fiscal quarter ending October 28, 2016. The Proposed Transaction was unanimously approved by the Board.
Also on July 26, 2016, the Company filed a Schedule 14D-9 Recommendation/Solicitation Statement (“Recommendation Statement”) with the SEC. The Complaint alleges the Recommendation Statement is materially deficient and misleading because, inter alia, it fails to disclose material information about the financial projections of the Company used by its financial advisor, Perella Weinberg Partners LP (“Perella Weinberg”), in its Discounted Cash Flow Analysis. The Board relied upon Perella Weinberg’s financial analyses, including the Discounted Cash Flow Analysis, in approving and soliciting stockholder support for the Proposed Transaction.