HTWR Heartware International, Inc. (MM)

Item 2.01 Completion of Acquisition or Disposition of Assets.

The Offer and withdrawal rights expired immediately after 11:59 P.M. Eastern time on August 22, 2016 (the “ Expiration Date ”). Computershare Trust Company, N.A., the depositary and paying agent for the Offer (the “ Depositary ”), advised Parent and Purchaser that, as of the Expiration Date, a total of 14,952,817 Shares had been validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 85.15% of the outstanding Shares. The number of Shares validly tendered pursuant to the Offer and not properly withdrawn prior to the Expiration Date satisfied the Minimum Condition (as defined in the Merger Agreement).

All conditions to the Offer having been satisfied, on August 23, 2016, Purchaser accepted for payment and will promptly pay for all such Shares validly tendered and not properly withdrawn pursuant to the Offer on or prior to the Expiration Date.

Accordingly, on August 23, 2016, following consummation of the Offer and the satisfaction of all other conditions to the Merger in accordance with the Merger Agreement, Purchaser merged with and into the Company, with the Company being the surviving corporation pursuant to Section 251(h) of the Delaware General Corporation Law (the “ DGCL ”) (the “ Merger ”). Upon the completion of the Merger, the Company became a wholly owned subsidiary of Parent.

At the effective time of the Merger (the “ Effective Time ”), each Share issued and outstanding immediately prior to the Effective Time (other than Shares (i) owned by the Company as treasury stock, (ii) owned by Parent or Purchaser, or (iii) held by a holder who was entitled to demand and properly demanded appraisal for such Shares in accordance with Section 262 of the DGCL) was automatically cancelled and converted into the right to receive an amount in cash, payable to the holder thereon, without any interest thereon, equal to the Offer Price (the “ Merger Consideration ”).

Each option to acquire Shares granted under an equity plan of the Company that was outstanding and unexercised immediately prior to the Effective Time and for which the Merger Consideration exceeded the exercise price of such option, without regard to the extent then vested or exercisable, was automatically cancelled as of the Effective Time and, in consideration of such cancellation, the holder thereof is entitled to receive promptly, but in no event later than fifteen (15) days after the Effective Time, a cash payment in respect of such cancellation from the Company in an amount equal to (i) the excess, if any, of the Merger Consideration over the exercise price of each such option multiplied by (ii) the number of unexercised Shares subject to such option immediately prior to the Effective Time. Each option for which, as of the Effective Time, the Merger Consideration did not exceed the exercise price of such option was automatically cancelled as of the Effective Time without any consideration being paid in respect thereof. Each restricted stock unit granted under an equity plan of the Company that was outstanding and unvested immediately prior to the Effective Time was automatically cancelled as of the Effective Time and, in consideration of such cancellation, the holder thereof is entitled to receive promptly, but in no event later than fifteen (15) days after the Effective Time, a cash payment in respect of such cancellation from the Company in an amount equal to the product of the Merger Consideration and the number of Shares underlying such restricted stock unit as of immediately prior to the Effective Time (with any such restricted stock units that are subject to performance-based vesting being deemed earned assuming achievement of all performance milestones).

The aggregate cash consideration to be paid in the Offer and the Merger is approximately $1.3 billion (including payments for options, restricted stock units and the Notes pursuant to the Merger Agreement).

The foregoing summary description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K by the Company with the SEC on June 27, 2016 and incorporated herein by reference.

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