NEW YORK, Aug. 1 /CNW/ - Special Situations Fund III QP LP, Special
Situations Cayman Fund, L.P., Special Situations Private Equity Fund, L.P.,
Special Situations Life Sciences Fund, L.P. and Austin Marxe (collectively,
"SSF(1)") today announced the closing of the transactions contemplated by the
Recapitalization Agreement dated June 20, 2008, as amended on July 31, 2008,
among World Heart Corporation ("WorldHeart"), World Heart Inc. ("WHI"),
ABIOMED, Inc. ("Abiomed"), Venrock Partners V, L.P., Venrock Associates V,
L.P., Venrock Entrepreneurs Fund V, L.P. (collectively, "Venrock"), SSF and
New Leaf Ventures II, L.P. ("New Leaf") resulting in the issuance by
WorldHeart of 300,000,000 common shares in connection with a US$30,000,000
financing by SSF, Venrock and New Leaf and the issuance of an additional
86,000,000 common shares in connection with the conversion of a secured
convertible promissory note issued to Abiomed.
As a result of the transaction, SSF collectively has acquired beneficial
ownership of approximately 90,000,000 common shares of WorldHeart, and prior
to the transaction, SSF owned 3,213,130 common shares and warrants exercisable
for 161,337 common shares, which represents approximately 23.4% of
WorldHeart's issued and outstanding common shares following the transaction
without giving effect to the exercise of the warrants. The shares were
acquired as a result of an aggregate investment of US$9,000,000 under the
Recapitalization Agreement at a price of US$0.10 per share. Under the terms of
the Recapitalization Agreement each of SSF, Venrock, Abiomed and New Leaf will
have the right to designate one person for election to the board of directors
of WorldHeart, so long as each remains the beneficial owner of at least 5% of
the outstanding common shares of WorldHeart.
SSF does not currently intend to acquire ownership of, or control over
additional securities of WorldHeart.
A copy of the report required to be filed by SSF under securities
legislation in respect of the acquisition will be available at www.sedar.com.
(1) This is a joint filing by Austin W. Marxe (Marxe) and David M.
Greenhouse (Greenhouse). They share voting and investment control over
all securities owned by Special Situations Fund III QP, L.P (SSFQP),
Special Situations Cayman Fund, L.P. (Cayman), Special Situations Private
Equity Fund, LP (PE),and Special Situations Life Sciences Fund, L.P.
(LS). 45,765,147 common shares and 6,117,036 warrants to purchase
87,412 common shares are owned by SSFQP, 16,587,810 common shares and
2,217,742 warrants to purchase 31,692 common shares are owned by Cayman,
16,685,106 common shares and 2,419,355 warrants to purchase 34,573 common
shares are owned by PE and 4,000,000 common shares are owned by LS. Marxe
individually owns 10,000,000 common shares. The interest of Marxe and
Greenhouse in the common shares and warrants owned by SSFQP, Cayman, PE
and LS is limited to the extent of his pecuniary interest. SSFQP, Cayman,
PE, LS and Marxe acquired common shares pursuant to a Recapitalization
Agreement as amended on July 31, 2008. SSFQP acquired 44,000,000 common
shares, Cayman acquired 16,000,000 common shares, PE acquired
16,000,000 common shares, LS acquired 4,000,000 common shares and Marxe
acquired 10,000,000 common shares.
For further information:
For further information: Special Situations Funds, 527 Madison Avenue,
Suite 2600, New York, NY 10022, Austin W. Marxe, (212) 319-6670