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Thoratec: Other Events

The following excerpt is from the company's SEC filing.

As previously disclosed, putative class action lawsuits captioned In re Thoratec Corporation Shareholder Litigation, Consolidated C.A. No. RG15779109 were filed in the Superior Court of the State of California, County of Alameda (the

Merger Litigation

). The Merger Litigation relates to the Agreement and Plan of Merger, dated as of July 21, 2015 (the

Merger Agreement

), by and among Thoratec Corporation (

or the

Company

), SJM International, Inc. (which subsequently assigned its rights under such agreement to one of its affiliates, SJM Thunder Holding Co mpany), Spyder Merger Corporation, and, solely with respect to certain provisions, St. Jude Medical, Inc.

On September 30

2015, solely to avoid the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, Thoratec and the other named defendants in the Merger Litigation signed a memorandum of understanding (the

) to settle the Merger Litigation. Subject to court approval and further definitive documentation in a stipulation of settlement, the MOU resolves the claims brought in the Merger Litigation and provides that Thoratec will make certain additional disclosures related to the proposed merger, which are set forth below. The MOU further provides for a release and settlement by the purported class of Thoratec shareholders of all claims against the defendants and their affiliates and agents in connection with the Merger Agreement and transactions and disclosures related thereto. The asserted claims will not be released until such stipulation of settlement is approved by the court. There can be no assurance that the parties will ultimately enter into a stipulation of settlement or that the court will approve such settlement even if the parties were to enter into such stipulation.

The additional disclosures in this Current Report on Form 8-K supplement the disclosure contained in the definitive proxy statement of Thoratec filed with the Securities and Exchange Commission (

) on September 8, 2015 and mailed to Thoratec shareholders on or about September 8, 2015 (the

Proxy Statement

), and should be read in conjunction with the disclosures contained in the Proxy Statement, which in turn should be read in its entirety. To the extent that information in this Current Report on Form 8-K differs from or updates information contained in the Proxy Statement, the information in this Current Report on Form 8-K shall supersede or supplement the information in the Proxy Statement. Nothing in this Current Report on Form 8-K, the memorandum of understanding or any stipulation of settlement shall be deemed an admission of the legal necessity or materiality of any of the disclosures set forth herein. Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to such terms in the Proxy Statement.

The following additional disclosures supplement the existing disclosures contained under the caption The MergerBackground of the Merger beginning on page 31 of the Proxy Statement:

The disclosure is hereby amended and supplemented by inserting the following after the first full paragraph on page 32:

The standstill provision in the confidentiality agreement with St. Jude Medical included a restriction on the ability of St. Jude Medical to request that the Company amend or waive the terms of the standstill. However, under the terms of the confidentiality agreement, both the standstill and this restriction would expire on announcement of a transaction with a third party, and under the terms of the Merger Agreement, would also expire upon the Company entering into a confidentiality agreement with any potential bidders that did not include a standstill or similar obligations.

The disclosure on page 33 is hereby amended and supplemented by inserting the following immediately after the paragraph beginning with On June 26, 2015:

The standstill provision in the confidentiality agreement with Company A included a restriction on the ability of Company A to request that the Company amend or waive the terms of the standstill. However, under the terms of the confidentiality agreement, both the standstill and this restriction would expire on announcement of a transaction with a third party.

The disclosure is hereby amended and supplemented by inserting the following after the first full paragraph on page 39 after the caption The Go-Shop Period:

The form of confidentiality agreement provided to bidders did not include any standstill...


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