SC TO-C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

HEARTWARE INTERNATIONAL, INC.

(Name of Subject Company (Issuer))

MEDTRONIC ACQUISITION CORP.

a wholly-owned subsidiary of

MEDTRONIC, INC.

a wholly-owned subsidiary of

MEDTRONIC PUBLIC LIMITED COMPANY

(Name of Filing Persons (Offerors))

Common Stock, $0.001 Par Value Per Share

(Title of Class of Securities)

422368100

(CUSIP Number of Class of Securities)

Keyna P. Skeffington, Esq.

Medtronic, Inc.

710 Medtronic Parkway

Minneapolis, Minnesota 55432

(763) 514-4000

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

with copies to:

Christopher Comeau

Paul Kinsella

Ropes & Gray LLP

800 Boylston Street

Boston, Massachusetts 02199

Telephone: (617) 951-7000

CALCULATION OF FILING FEE

Transaction Valuation	Amount Of Filing Fee
Not Applicable*	Not Applicable*

* A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

¨  Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: N/A	Filing Party: N/A
Form or Registration No.: N/A	Date Filed: N/A

x  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

Important Additional Information will be Filed with the U.S. Securities and Exchange Commission (“SEC”)

This filing relates solely to preliminary communications made before the commencement of a planned tender offer by Medtronic Acquisition Corp. (“Purchaser”), a wholly-owned subsidiary of Medtronic, Inc. (“Parent”), itself a wholly-owned subsidiary of Medtronic plc (“Medtronic”), for all of the issued and outstanding shares of common stock, $0.001 par value per share, of HeartWare International, Inc. (“HeartWare”) not held by a person or entity described in Delaware General Corporation Law Section 251(h)(2)(a) through (d) for $58.00 per share in cash, to be commenced pursuant to the Agreement and Plan of Merger, dated June 27, 2016, by and among Parent, Purchaser and HeartWare.

Neither this tender offer statement on Schedule TO nor the presentation filed herewith is an offer to purchase nor a solicitation of an offer to sell shares of HeartWare. Purchaser has not yet commenced the tender offer to purchase HeartWare’s outstanding common stock described in this tender offer statement on Schedule TO.

Upon commencement of the tender offer to purchase HeartWare’s outstanding common stock, Medtronic, Parent and Purchaser will file with the SEC a tender offer statement on Schedule TO and related exhibits, including the offer to purchase, letter of transmittal and other related documents. Following commencement of the tender offer, HeartWare will file with the SEC a tender offer solicitation/recommendation statement on Schedule 14D-9. These documents will contain important information about Medtronic, Parent, Purchaser, HeartWare, the transaction and other related matters. Investors and security holders are urged to read each of these documents carefully when they are available.

Investors and security holders will be able to obtain free copies of the tender offer statement, the tender offer solicitation/recommendation statement and other documents filed with the SEC by Medtronic, Parent, Purchaser and HeartWare through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of these documents by contacting Medtronic’s Investor Relations department at investor.relations@medtronic.com, or HeartWare’s Investor Relations department at investors@HeartWare.com.

ITEM 12. EXHIBITS

Exhibit No.	Description
99.1	HeartWare Employee Presentation, dated June 27, 2016

EX-99.1

Further, TOGETHER John Liddicoat, M.D. Senior Vice President and President, CRHF June 27, 2016 + Exhibit 99.1

Important legal information The fine print This presentation is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of HeartWare stock. Medtronic’s subsidiary has not yet commenced the tender offer for shares of HeartWare’s stock described in this announcement. Upon commencement of the tender offer, Medtronic will file with the U.S. Securities and Exchange Commission (SEC) a tender offer statement on Schedule TO and related exhibits, including an offer to purchase, letter of transmittal, and other related documents. Following commencement of the tender offer, HeartWare will file with the SEC a solicitation/recommendation statement on Schedule 14D-9. These documents will contain important information about Medtronic, HeartWare, the transaction and related matters. Investors and security holders are urged to read each of these documents carefully when they are available. Investors and security holders will be able to obtain free copies of the tender offer statement, the tender offer solicitation/recommendation statement and other documents filed with the SEC by Medtronic, its subsidiary and HeartWare through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain these documents by contacting the investor relations departments of Medtronic or HeartWare at their respective contact information included above or at investor.relations@medtronic.com or investors@HeartWare.com.

Our Definitive agreement announcement Terms of the deal Medtronic will purchase HeartWare in a transaction worth approximately $1.1 billion. Medtronic will acquire all outstanding shares of HeartWare for $58.00 per share. The acquisition is expected to close sometime during Medtronic’s second fiscal quarter, which ends at the end of October.

Why does this combination matter? Good for patients, employees, and Patients Heart failure remains a leading cause of hospitalization and death in the United States, affecting more than 5 million people in the U.S. alone. HeartWare has an innovative portfolio of treatment for end-stage heart failure. Medtronic is leader in the heart failure space, with products and services to diagnose, treat and manage patients across the care continuum, with the exception of end-stage treatments. The transaction, once closed, will be further important step towards offering a full suite of solutions to address patient needs across the heart failure care continuum. HeartWare can leverage Medtronic’s global scale and scope to advance the treatment of heart failure.

Who is Medtronic?

Our Foundation: Developing Lifesaving Therapies Through Physician Collaboration

THE START OF AN ENDURING MISSION

MISSION We create Revolutionary technology for the treatment of heart failure, which enables patients to get back to life

MILLION+ LIVES IMPROVED EMPLOYEES $1.6B* RESEARCH AND DEVELOPMENT INVESTMENT 7,500+ SCIENTISTS AND ENGINEERS 53,000+ PATENTS 400+ CLINICAL TRIALS EXTENSIVE SCOPE PROVEN RESULTS 62 85,000+ * FY2015 based on Medtronic fiscal year as reported and reflects the one-quarter contribution of the Covidien transaction, which closed on January 26, 2015.

OUR REACH EXTENDS AROUND THE WORLD AMERICAS EUROPE, MIDDLE EAST, AFRICA (EMEA) GREATER CHINA ASIA PACIFIC 155+ COUNTRIES 80+ MANUFACTURING FACILITIES 460+ LOCATIONS 50+ RESEARCH AND INNOVATION CENTERS

DIVERSE AND GROWING business $10.2B 35% $28.8 BILLION FY2016 $7.2B 25% $1.8B 6% CARDIAC AND VASCULAR GROUP Aortic and Peripheral Vascular Cardiac Rhythm and Heart Failure Coronary and Structural Heart MINIMALLY INVASIVE THERAPIES GROUP Early Technologies Patient Monitoring and Recovery Renal Care Solutions Surgical Innovations RESTORATIVE THERAPIES GROUP Neuromodulation Neurovascular Orthopedics Spine Surgical Technologies DIABETES GROUP Diabetes Services and Solutions Intensive Insulin Management Non-Intensive Diabetes Therapies $9.6B 33%

Medtronic FY16 Revenue by Region, Pro Forma Americas Greater China $28.8 B Europe, Middle East, Africa 5% 12% 26% 57% Asia Pacific BUSINESSES – global breadth and scale Medtronic Confidential - For Internal Use Only

Strategies to address healthcare needs Universal HC needs Improve clinical outcomes Optimize cost and efficiency Expand access Therapy Innovation Globalization Economic Value Develop new therapies and technologies to address unmet clinical needs and drive them to standard of care Develop tailored solutions to address market-specific needs and expand access in global markets Transform offerings and commercial models to deliver greater economic value and optimize healthcare delivery Strategies Medtronic Confidential - For Internal Use Only

Cardiac and Vascular Group FY16 Revenue ~ $10B Cardiac rhythm & heart failure Coronary & structural heart Aortic & peripheral vascular ~$5.3B ~$3.5b ~$1.6b Brady Tachy Heart failure Af solutions Diagnostics & monitoring Connected care Heart valve therapies Extra -corporeal therapies Coronary & Rdn Aortic Peripheral endovenous 54% 30% 16% Medtronic Confidential - For Internal Use Only To employ the breadth of our talent, technologies, products and services to broadly address the unmet clinical and economic needs of our global Cardiac and Vascular focused Clinicians, Administrators and Payers.

Medtronic Core Strategies CVG Services and Solutions Optimize Outcomes, Access, Costs and Efficiencies Driving Growth with Geographic Expansion and Therapy Penetration Leading with Unrivaled Breadth, Scale and Technology Innovation Therapy Innovation Globalization Economic Value Medtronic Confidential - For Internal Use Only

CVG STRATEGY 4 Business Model Innovation / Services Patient Management Services Diagnostic and Referral Management Services Cath Lab Managed Services Ž CVG Solutions AORTIC & PERIPHERAL CORONARY & STRUCTURAL HEART CARDIAC RHYTHM AND HEART FAILURE Transradial Center • Rethinking Blood Conservation • Simplify Syncope HEARTmarkSM • Dare to C.A.R.E. Connect HF • Paceart • PRO|CV Intrepid™ FFR / IVUS Arctic Front Advance®  Therapy Innovation CVG Drug-Filled Stent Symplicity Spyral™ Catheter Extravascular ICD Reveal LINQ™ Micra™ TPS TYRX® AIGIS Rx® SEEQ™ CardioInsight Evolut™ PRO (ISR/AVF) (SFA) VenaSeal Valiant® Evo HawkOne 7F/6F Valiant® Mona LSA Valiant® TAAA Avalus™ VisiaTM AF / MRI Œ Core Therapies Enveo® IN.PACT® Admiral Medtronic Confidential - For Internal Use Only

CRHF STRATEGIES TREAT DIAGNOSE PREDICT CARDIAC RHYTHM HEART FAILURE MANAGE Deliver meaningful innovation to improve patient health Accelerate global access to our therapies Use patient data to transform the care continuum Be the unsurpassed standard for quality and operational excellence Execute with purpose and passion Together, we will transform the lives of people with cardiac arrhythmias and heart failure. Medtronic Confidential - For Internal Use Only

Medtronic can drive improved patient outcomes with unique technologies and competencies Research & Technology Fully Implantable LVAD Systems Physiologic Sensors & Algorithms TYRX Antibacterial Envelopes CareLink Network Patient Management/Monitoring Market Development Expertise CVG Scope and Scale Clinical HF Expertise Post Approval Study Network Services Sales & Marketing Clinical & Regulatory Reduce Adverse Events Reduction of infections with fully implantable systems, TYRX Impact stroke rates Improve LVAD Therapy Optimize pump function based on physiologic sensors and therapy algorithms More ‘normal’ lifestyle with fully implantable system Reduce Management Burden Remote device monitoring and patient management Diagnostics integrated with other devices (CRT/ICD, ALPS, LINQ) Grow the Market Strategic partnerships and market development support Medtronic Confidential - For Internal Use Only

Medtronic Confidential - For Internal Use Only Next Steps Medtronic does not currently own HeartWare Prior to closing, Medtronic and HeartWare will continue to operate their businesses separately Upon closing, Medtronic takes ownership of HeartWare Beginning this week, Medtronic and HeartWare will create integration planning teams Work will begin on a successful integration You will begin to see Medtronic employees in your facilities What Questions Do You Have?

LET’S TAKE HEALTHCARE FURTHER, TOGETHER