HeartWare clears final anti-trust hurdle on Valtech Cardio buy

HeartWare International (NSDQ:HTWR) said today that it’s past the waiting period required to satisfy U.S. anti-trust regulations for its pending acquisition of Israeli replacement heart valve maker Valtech Cardio.

That marks the final anti-trust hurdle for the deal, which must still be approved by the companies’ shareholders. HTWR shares, off -44% since the deal’s Sept. 1 announcement, rose 3.2% to $45.84 apiece in late-morning trading today.

HeartWare said it expects the deal to close early next year. It calls for an up-front payment of 4.4 million HTWR shares, worth $195 million at yesterday’s $44.42 closing price. An 800,000-share milestone (worth nearly $36 million at yesterday’s closing price) was triggered Sept. 14 when Valtech won CE Mark approval in the European Union for its Cardioband annuloplasty device.

Another 700,000-share milestone (worth $31 million yesterday) would trigger on the 1st-in-human implants for either the Cardioband tricuspid or CardioValve device. Framingham, Mass.-based HeartWare will also put up warrants for 850,000 shares at $83.73 apiece ($71.2 million) once Valtech’s annual sales reach $75 million and a cash-or-stock earnout of $375 million once revenues reach $450 million.

All told the deal was worth up to $708 million as of the market’s close yesterday.

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