4//SEC Filing
Edwards Lifesciences Holding, Inc. 4
Accession 0000899243-19-010901
CIK 0000764579other
Filed
Apr 17, 8:00 PM ET
Accepted
Apr 18, 5:15 PM ET
Size
9.5 KB
Accession
0000899243-19-010901
Insider Transaction Report
Form 4
Edwards Lifesciences Corp
10% Owner
Transactions
- Other
Common Stock, $0.004 par value per share
2019-04-18+40,049,789→ 40,049,789 total
Edwards Lifesciences Holding, Inc.
10% Owner
Transactions
- Other
Common Stock, $0.004 par value per share
2019-04-18+40,049,789→ 40,049,789 total
Footnotes (3)
- [F1]On April 18, 2019, pursuant to the Agreement and Plan of Merger, dated as of February 11, 2019 (the "Merger Agreement"), by and among Edwards Lifesciences Holding, Inc., a Delaware corporation and a wholly owned subsidiary of Edwards Lifesciences Corporation ("Acquiror"), Crown Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Acquiror ("Merger Sub") and CAS Medical Systems, Inc. a Delaware corporation ("Issuer"), Merger Sub merged with and into Issuer, with Issuer as the surviving corporation and a wholly owned subsidiary of the Acquiror (the "Merger").
- [F2]Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.004 per share, of Issuer (the "Issuer Common Stock") issued and outstanding immediately prior to the Effective Time (other than shares of Issuer Common Stock owned by the Issuer as treasury stock or owned directly by the Acquiror or any of its subsidiaries (including Merger Sub) or shares of Issuer Common Stock the holders of which properly perfected their appraisal rights under Delaware law), which totaled 40,049,789 shares, was cancelled and converted into the right to receive $2.45 per share in cash, without interest or dividends thereon.
- [F3]In connection with entering into the Merger Agreement, certain stockholders of the Issuer (collectively, the "Subject Stockholders") entered into voting agreements (the "Voting Agreements") with Acquiror pursuant to which the Subject Stockholders agreed, among other things, to vote their Issuer securities, including shares of Issuer Common Stock, preferred stock of the Issuer and options (collectively the "Voting Agreement Shares") in favor of the Merger. On February 21, 2019, Acquiror and Edwards Lifesciences Corporation ("Edwards") jointly filed a Form 3 with respect to the Voting Agreement Shares; however, in such filing, Acquiror and Edwards Lifesciences Corporation disclaimed any "pecuniary interest" or beneficial ownership interests in such securities. Upon the Effective Time, each of the Voting Agreements terminated by its terms.
Documents
Issuer
CAS MEDICAL SYSTEMS INC
CIK 0000764579
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001767918
Filing Metadata
- Form type
- 4
- Filed
- Apr 17, 8:00 PM ET
- Accepted
- Apr 18, 5:15 PM ET
- Size
- 9.5 KB