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Actionable news in THOR: Thoratec Corporation,

Termination of Material Definitive

In connection with the consummation of the Merger (as defined below) of Thoratec Corporation, a California corporation (

Thoratec

or the

Company

) as described in Item 2.01 below, Thoratec terminated its Credit Agreement dated as of December19, 2011 among Thoratec as borrower, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent (as amended, supplemented or otherwise modified from time to time, the

Credit Agreement

). Such termination became effective at the effective time of the Merger (the

Effective Time

).

The Credit Agreement provided for a $50 million credit facility. As of the Effective Time, there were no loans outstanding under the Credit Agreement. No early termination penalties were incurred by the Company as a result of the termination.

Item2.01

Completion of Acquisition or Disposition of Assets.

SJM Holdings

), a Delaware corporation and a wholly owned subsidiary of St. Jude Medical,Inc., a Minnesota corporation (

St. Jude Medical

), consummated the acquisition of Thoratec pursuant to the terms of that certain Agreement and Plan of Merger, dated as of July21, 2015 (the

Merger Agreement

), by and among SJM International,Inc. (

SJMI

), a Delaware corporation (which subsequently assigned its rights under the Merger Agreement to SJM Holdings, an affiliate of SJMI), Spyder Merger Corporation, a California corporation and a wholly owned subsidiary of SJM Holdings (

Merger Sub

), Thoratec, and, solely with respect to certain provisions, St. Jude Medical. At the Effective Time, Merger Sub merged with and into Thoratec (the

Merger

), with Thoratec surviving the Merger as a wholly owned subsidiary of SJM Holdings and St. Jude Medical.

At the Effective Time, (i)each outstanding share of Thoratec common stock (the

Common Stock

) was converted into the right to receive $63.50 in cash, without interest thereon (other than any shares of Common Stock owned by Thoratec as treasury stock, any shares owned, directly or indirectly, by SJM Holdings, Merger Sub or any subsidiary of SJM Holdings, Merger Sub or Thoratec, and dissenting shares, if any, all of which were not so converted); (ii)each vested option to purchase Common Stock (each a

Stock Option

) outstanding immediately prior to the Effective Time was cancelled and converted into the right of the holder to receive a payment in cash, without interest and subject to deduction for any required withholding taxes, of an amount equal to the number of shares of Common Stock underlying the vested Stock Option

multiplied

by the excess, if any, of $63.50 over the per share exercise price of such Stock Option; and (iii)each vested award of Thoratec restricted stock units and performance share units outstanding immediately prior to the Effective Time was cancelled and converted into the right of the holder to receive a payment in cash, without interest and subject to deduction for any required withholding taxes, equal to $63.50. The transaction is valued at approximately $3.3 billion, net of cash acquired. The treatment in the Merger of Thoratecs unvested stock options, restricted stock units and performance share units is described in the Merger Agreement.

The foregoing description of the Merger and the Merger Agreement is not complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which was filed as Exhibit2.1 to Thoratecs Current Report on Form8-K filed with the SEC on July22, 2015, and is incorporated herein by reference.

Item3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Ruleor Standard; Transfer of Listing.

In connection with the closing of the Merger, on October8, 2015, Thoratec notified NASDAQ of the consummation of the Merger and requested that trading in the Common Stock be suspended as of close of business on October8, 2015, and that the Common Stock be withdrawn from listing on the NASDAQ Global Select Market. Trading of the Common Stock was suspended as of the close of business on October8, 2015. Thoratec also requested that NASDAQ file with the U.S. Securities and Exchange Commission (the

SEC

) a Notification of Removal from Listing and/or Registration under Section12(b)of the Securities Exchange Act of 1934, as amended (the

Exchange Act

), on Form25 to delist and deregister the Common Stock.

Item3.03

Material Modification to Rights of Security Holders.

As a result of the Merger, each share of the Common Stock issued and outstanding immediately prior to the Effective...


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