EDWARDS LIFESCIENCES CORPORATION (NYSE:EW) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01
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Completion of Acquisition or Disposition of Assets.
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Merger, dated as of November 26, 2016 (the Merger Agreement),
Edwards Lifesciences Corporation (the Company) completed the
previously announced acquisition of Valtech Cardio Ltd., a
private company incorporated under the laws of the State of
Israel (Valtech) and developer of the Cardioband system for
transcatheter repair of the mitral and tricuspid valves. to the
Merger Agreement, Zeppelin Zox Ltd., a private company
incorporated under the laws of the State of Israel and a direct
wholly owned subsidiary of the Company, merged with and into
Valtech, with Valtech as the surviving corporation and a wholly
owned subsidiary of the Company (the Merger). Subject to certain
adjustments as provided in the Merger Agreement, the Company paid
approximately $340 million in cash and Company common stock for
all the outstanding equity of Valtech, with up to an additional
$350 million in cash and Company common stock payable upon the
achievement of certain regulatory and sales-based milestones
within 10 years following the closing of the Merger.
mitral valve replacement technology program (the Miraltech
Program). Concurrently with the Merger, the Company entered into
an option agreement (the Option Agreement) to which the Company
has the option to purchase the Miraltech Program (the Option).
The Option Agreement provides that the Company may exercise the
Option within two years of the closing of the Merger for $200
million plus up to $50 million in contingent consideration, both
payable in cash and Company common stock. As consideration for
the Option, the Company made available to the Miraltech Program a
credit facility of up to $18.0 million, which is subject to
increase if extended.
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Item 3.02
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Unregistered Shares of Equity Securities.
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by reference into this Item 3.02. In accordance with the terms
and conditions set forth in the Merger Agreement, on January 23,
2017, the Company issued 2,804,948 shares of the Companys common
stock to the stockholders and certain other rightsholders of
Valtech as part of the aggregate consideration paid in the
Merger. The number of shares issued was calculated based on the
proportion of the consideration determined to be paid in common
stock by the Company and the volume-weighted average price of a
share of the Companys common stock on the New York Stock Exchange
for the five consecutive trading day period ending two business
days prior to the closing date. This issuance of shares was made
in reliance on one or more of the following exemptions or
exclusions from the registration requirements of the Securities
Act of 1933, as amended (the Securities Act): Section 4(a)(2) of
the Securities Act or Regulation D promulgated under the
Securities Act.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits
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99.1
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Press Release dated January 23, 2017
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About EDWARDS LIFESCIENCES CORPORATION (NYSE:EW)
Edwards Lifesciences Corporation is focused on technologies that treat structural heart disease and critically ill patients. The Company manufactures heart valve systems and repair products used to replace or repair a patient’s diseased or defective heart valve. It develops hemodynamic monitoring systems used to measure a patient’s cardiovascular function in the hospital setting. The Company conducts operations around the world and is managed in various geographical regions, including the United States, Europe, Japan, and Rest of World. All regions sell products that are used to treat advanced cardiovascular disease. The Company’s products and technologies it offers to treat advanced cardiovascular disease are categorized into three areas: Transcatheter Heart Valve Therapy, Surgical Heart Valve Therapy and Critical Care. EDWARDS LIFESCIENCES CORPORATION (NYSE:EW) Recent Trading Information
EDWARDS LIFESCIENCES CORPORATION (NYSE:EW) closed its last trading session at with 1,633,096 shares trading hands.