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Case Status:    SETTLED
On or around 09/26/2017 (Date of order of final judgment)

Filing Date: August 08, 2016

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.

The parties filed a notice of settlement on May 18, 2017. Final approval of the Settlement was granted on September 26.


Sector: Healthcare
Industry: Medical Equipment & Supplies
Headquarters: United States


Ticker Symbol: HTWR
Company Market: NASDAQ
Market Status: Public (Listed)

About the Company & Securities Data

"Company" information provides the industry and sector classification and headquarters state for the primary company-defendant in the litigation. In general, "Securities" information provides the ticker symbol, market, and market status for the underlying securities at issue in the litigation.

In most cases, the primary company-defendant actually issued the securities that are the subject of the litigation, and the securities information and company information relate to the same entity. In a small subset of cases, however, the primary company-defendant is not the issuer (for example, cases against third party brokers/dealers), and the securities information and company information do not relate to the same entity.
COURT: D. Massachusetts
DOCKET #: 16-CV-11618
JUDGE: Hon. Denise J. Casper
DATE FILED: 08/08/2016
CLASS PERIOD END: 08/08/2016
  1. Levi & Korsinsky, LLP
  2. Matorin Law Office, LLC
No Document Title Filing Date
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