- Premium of 93% compared with HeartWave closing price Friday
- Biggest acquisition since 2015 purchase of Dublin’s Covidien
Medtronic Plc, the world’s biggest maker of heart-rhythm devices, agreed to buy HeartWare International Inc. for about $1.1 billion, paying a premium of 93 percent to gain an implanted device that takes over the pumping action for a failing heart.
Medtronic will pay $58 a share, according to a statement Monday, almost double HeartWare’s Friday closing price of $29.98. The offer trails HeartWare’s 12-month high of $90.71, reached in July. The company has faced setbacks in the development of its newest pump, and in January said it was abandoning an attempt to buy Valtech Cardio Ltd. -- a deal opposed by some investors.
The move will be the latest consolidation of the medical technology industry, where companies are racing to build broad portfolios of products to sell to hospitals. The deal will help Medtronic compete with St. Jude Medical Inc., which last year bought HeartWare’s only competitor, Thoratec Corp., for $3.4 billion, taking the lead in treating heart failure. St. Jude, meanwhile, is being acquired by Abbott Laboratories in a $25 billion transaction.
“This acquisition makes sense for Medtronic over the medium term, as it adds another growth driver and rounds out the company’s cardiovascular offerings, the broadest in the industry,” Vijay Kumar, an analyst at Evercore ISI in New York, said in a note to investors. He has a buy rating on the stock.
The deal is Medtronic’s biggest since its $46 billion purchase of Dublin-based Covidien in January 2015, which gave it an Irish legal address through a so-called inversion that was structured to reduce its U.S. income taxes.
Both boards unanimously approved the all-cash transaction, which is expected to close by the end of October. The company estimates the global market for the heart pumps, known as ventricular-assist devices, is about $800 million and will increase by 4 percent to 9 percent this year and next.
HeartWare rose 92 percent to $57.52 at 11:04 a.m. in New York, suggesting investors believe the deal will go through. Medtronic fell 2.4 percent to $81.28.
Heart failure is a condition or a collection of symptoms in which the heart isn’t pumping enough blood to meet the body’s needs. It remains a leading cause of hospitalization and death in the U.S., where more than 5 million people are affected.
Ventricular-assist devices, like HeartWare’s HVAD System, are battery-operated mechanical pumps that are surgically implanted. They’re attached to the heart’s left ventricle, which is typically responsible for pumping blood to fuel the body. The system, which also includes an external controller, takes over for the failing left ventricle and delivers the oxygen-rich blood to the aorta.
HeartWave, based in Framingham, Massachusetts, is also developing technologies that will offer progressively less-invasive options for patients with end-stage heart failure, according to the statement.
The purchase will dilute Medtronic’s earnings per share minimally or not at all for the first two years, said Chief Executive Officer Omar Ishrak, and will contribute to earnings in the third year. It won’t trigger any changes in the company’s revenue outlook or earnings per share for fiscal year 2017.
JPMorgan Chase & Co. served as financial adviser to Medtronic, which received legal advice from Ropes & Gray LLP. Perella Weinberg Partners offered financial advice to HeartWare, whose legal adviser was Shearman & Sterling LLP.