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Actionable news in HTWR: Heartware International, Inc.,

Prospectuses and communications, business combinations

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): October 5, 2015

HEARTWARE INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

500 Old Connecticut Path

Framingham, MA 01701

(Address of principal executive offices)

Registrants telephone number, including area code:

508.739.0950

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On October 5, 2015, HeartWare International, Inc., a Delaware corporation ( HeartWare or the Company ) issued a press release setting forth its response to Engaged Capitals public comments regarding HeartWares pending acquisition of Valtech Cardio, Ltd., a private company incorporated under the laws of Israel ( Valtech ). A copy of the release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference into this report.

As previously disclosed, HeartWare intends to acquire Valtech as set forth in that certain Business Combination Agreement, dated as of September 1, 2015, by and among HeartWare, Valtech, HW Global, Inc., a Delaware corporation and a direct wholly owned subsidiary of HeartWare ( Holdco ), HW Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Holdco ( US Merger Sub ), Valor Merger Sub Ltd., a private company incorporated under the laws of Israel and a direct wholly owned subsidiary of Holdco ( ISR Merger Sub ) and Valor Shareholder Representative, LLC, a Delaware limited liability company, pursuant to which, subject to satisfaction or waiver of the conditions therein, HeartWare and Valtech will effect a strategic combination of their respective businesses under Holdco wherein (a) US Merger Sub shall merge with and into HeartWare, with HeartWare surviving the merger as a wholly owned subsidiary of Holdco (the US Merger ), and (b) ISR...


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