Medtronic to Acquire HeartWare in $1.1 Billion Deal

Ropes & Gray advised Medtronic plc in its proposed acquisition of HeartWare International, Inc. in a transaction valued at approximately $1.1 billion. Medtronic, headquartered in Dublin, Ireland, is among the world's largest medical technology, services and solutions companies.

Based in Framingham, Mass., HeartWare is a leading innovator of less-invasive, miniaturized circulatory support technologies, and develops and manufactures miniaturized implantable heart pumps, or ventricular assist devices, for the treatment of advanced heart failure.

Under the terms of the agreement announced June 27, Medtronic will commence a tender offer for all outstanding shares of HeartWare common stock for $58 per share, in cash. The boards of directors of both Medtronic and HeartWare have unanimously approved the transaction. The acquisition is expected to close during Medtronic's second fiscal quarter ending Oct. 28, 2016, subject to customary closing conditions.

The Ropes & Gray team advising Medtronic included mergers & acquisitions partner Christopher Comeau; securities & public companies partner Paul Kinsella; executive compensation & employee benefits partner Renata Ferrari; antitrust partners Michael McFalls and Ruchit Patel; securities & public companies associate Tara Fisher; and corporate associate Raymond Grant.