The information disclosed under Item 8.01 below is incorporated
by reference into this Item 3.02. As part of the aggregate
consideration to be paid in the proposed Merger (as defined
below), Edwards Lifesciences Corporation, a Delaware corporation
(the Company), has agreed to issue shares of the Companys common
stock to the stockholders and certain other rightsholders of
Valtech (as defined below) in accordance with the terms and
subject to the conditions set forth in the Merger Agreement (as
defined below). The number of shares to be issued will be
determined at the closing of the Merger and will be based on the
proportion of the consideration determined to be paid in common
stock (as described below) 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
is expected to be 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.

Merger Agreement with Valtech Cardio Ltd.

On November 26, 2016, the Company entered into an Agreement and
Plan of Merger (the Merger Agreement) to acquire 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, and subject to the terms and conditions
thereof, Zeppelin Zox Ltd., a private company incorporated under
the laws of the State of Israel and a direct wholly owned
subsidiary of the Company, will merge with and into Valtech, with
Valtech as the surviving corporation and a wholly owned
subsidiary of the Company (the Merger). Subject to certain
adjustments and the terms and conditions of the Merger Agreement,
the aggregate purchase price to be paid at the closing is $340.0
million, which will be funded through a combination of cash on
hand and common stock of the Company, in such proportions as
determined by the Company and as calculated to the terms of the
Merger Agreement.

In addition, subject to the terms and conditions of the Merger
Agreement, the Company agreed to pay up to an additional $350.0
million in contingent consideration based on achievement of
certain regulatory and sales-based milestones within 10 years
following closing of the Merger. The Merger Agreement also
contains customary representations and warranties from the
Company and Valtech. The Merger is expected to close during the
first quarter of 2017, subject to customary closing conditions.

Prior to the closing of the Merger, Valtech will spin off its
early-stage transseptal mitral valve replacement technology
program (the Mitraltech Program). Concurrently with the closing
of the Merger, the Company will enter into an Option Agreement
(the Option Agreement) to which the Company will have an option
to purchase the Mitraltech Program (the Option). As consideration
for the Option, and subject to the terms and conditions of the
Option Agreement, the Company will make available a credit
facility of up to $18.0 million to the Mitraltech Program,
subject to increase if extended. The Option Agreement, also
subject to extension as set forth therein, will provide that the
Company may exercise its option to purchase the Mitraltech
Program within two years of the closing of the Merger for $200.0
million plus up to $50.0 million in contingent consideration,
each payable in a combination of cash on hand and common stock of
the Company.

New Share Repurchase Authorization

On November 28, 2016, the Company announced that its Board of
Directors authorized a new share repurchase program to acquire up
to an additional $1.0 billion of the Companys outstanding shares
of common stock. The Company also has $277.0 million remaining of
its current $750.0 million share repurchase program, which was
authorized in July 2014. This authorization enables the Company
to repurchase shares to offset the dilution of the Valtech
transaction, and continue executing its share repurchase
strategies. The Company may repurchase shares in the open market
or in privately negotiated transactions. The timing and extent of
any repurchase will depend upon market conditions, corporate
requirements and other factors.

On November 28, 2016, the Company issued a press release
announcing the entry into the Merger Agreement and the
authorization of the new share repurchase program. A copy of the
press release is furnished as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits