Exhibit 99.1

ITAMAR MEDICAL LTD.

NOTICE OF SPECIAL AND 2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON NOVEMBER 16, 2021

To the Shareholders of Itamar Medical Ltd.

Notice is hereby given that the Special and 2021 Annual General Meeting of Shareholders (the “Meeting”) of Itamar Medical Ltd. (“we,” “Itamar” or the “Company”) will be held on Tuesday, November 16, 2021, at 1:00 PM (Israel time) (6:00 AM Eastern time).

The Meeting will be held at the Company’s executive offices at 5 Tarshish Street, Caesarea 3079821, Israel. However, in light of the outbreak of the coronavirus (COVID-19) pandemic, the Company reserves the option to convert the Meeting from a physical meeting to a virtual meeting at a later date. In such event, the Company will issue a press release and/or furnish a Form 6-K or other document to the U.S. Securities and Exchange Commission (the “SEC”) and the Israel Securities Authority (the “ISA”) prior to the date of the Meeting outlining the manner in which shareholders may attend the virtual Meeting.

The Meeting will be held for the following purposes:

The foregoing proposals will be described more fully in the proxy statement for the Meeting, once available, as described below.

The Board of Directors of the Company unanimously recommends a vote FOR all of the proposals presented at the Meeting, including the Merger Proposal.

Provided that a quorum is present, the adoption and approval of each of the proposals set forth in Items 1 – 6 above will require the affirmative vote of a majority of the Ordinary Shares present, in person, by proxy or by electronic voting, at the Meeting (or any adjournment or postponement thereof), excluding abstentions; provided that:

Item 7 will not involve a vote of the shareholders.

Itamar cannot complete the Merger unless its shareholders approve the Merger Proposal (Proposal 1). However, the completion of the Merger is not contingent on the approval of Proposals 2, 3, 4, 5 or 6.

Shareholders of record at the close of business on October 17, 2021 are entitled to notice of and to vote at the Meeting.

If your shares are held via the Company’s Israeli registrar for trading on the Tel Aviv Stock Exchange Ltd., you should deliver (via registered mail or courier) your completed proxy to the offices of the Company at 9 Halamish Street, Caesarea 3088900, Israel, Attention: General Counsel and Company Secretary, together with a proof of ownership (‘Ishur Baalut’), as of the record date, issued by your broker, at least 48 hours prior to the time of the Meeting. Alternatively, you may vote Ordinary Shares electronically via MAGNA, the electronic voting system of the ISA, up to six hours before the time fixed for the Meeting. You should receive instructions about electronic voting from your broker.

Joint holders of shares should take note that all notices to be given to the shareholders shall, with respect to any share to which persons are jointly entitled, be given to whichever of such persons is named first in the Register of Shareholders of the Company, and any notice so given shall be sufficient notice to the holders of such share, and furthermore, pursuant to Article 37 of the Articles of Association of the Company, the vote of the senior holder of the joint shares who tenders a vote, in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s). For this purpose, seniority will be determined by the order in which the names stand in the Register of Shareholders of the Company.

In accordance with the ICL, (i) position statements with respect to any of the proposals at the Meeting must be delivered to Itamar no later than ten (10) days prior to the date of the Meeting and (ii) eligible shareholders, holding at least one percent (1%) of the outstanding Ordinary Shares, may present proper proposals for inclusion in the Meeting by submitting their proposals to us within seven (7) days following the date hereof and, if we determine that a shareholder proposal is appropriate to be added to the agenda of the Meeting, we will publish a revised agenda in the manner set forth below.

The Company intends to furnish copies of the proxy statement for the Meeting, describing the various matters to be voted on at the Meeting, along with the proxy card and other documents to the SEC and the ISA on Form 6-K on or about October 18, 2021. Once available, such proxy statement, proxy card and other documents may be obtained for free from the SEC’s website at www.sec.gov, the MAGNA distribution site of the ISA at www.magna.isa.gov.il, the Company’s website at www.itamar-medical.com, or by directing the request to the Company’s corporate secretary. If applicable, valid position statements and/or revised agenda will be published by way of issuing a press release and/or filing a Form 6-K with the SEC and the ISA.

Date: October 12, 2021

ITAMAR MEDICAL LTD.

9 Halamish Street, Caesarea 3088900, Israel

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PROXY STATEMENT
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SPECIAL AND 2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON NOVEMBER 16, 2021

GENERAL MEETING
TABLE OF CONTENTS

SUMMARY

This summary highlights selected information from this Proxy Statement related to the merger of Zeus Merger Sub Ltd., a wholly owned subsidiary of ZOLL Medical Corporation, with and into Itamar Medical Ltd., which we refer to as the “Merger,” and may not contain all of the information that is important to you. To understand the Merger more fully and for a more complete description of the legal terms of the Merger, you should carefully read this entire Proxy Statement, the annexes to this Proxy Statement and the documents that we refer to in this Proxy Statement. You may obtain the information incorporated by reference in this Proxy Statement without charge by following the instructions under the caption “Where You Can Find More Information.” The Merger Agreement (as defined below) is attached as Annex A to this Proxy Statement. We encourage you to read the Merger Agreement, which is the legal document that governs the Merger, carefully and in its entirety.

Except as otherwise specifically noted in this Proxy Statement, “Itamar,” the “Company,” “we,” “us” or “our” and similar words refer to Itamar Medical Ltd., including, in certain cases, the Company’s subsidiaries. Throughout this Proxy Statement, we refer to ZOLL Medical Corporation as “Parent,” Zeus Merger Sub Ltd. as “Merger Sub” and Asahi Kasei Corporation as “Guarantor.” In addition, throughout this Proxy Statement, we refer to the Agreement and Plan of Merger, dated September 13, 2021, by and among the Company, Parent, Merger Sub and, solely for the limited purposes set forth therein, Guarantor, as it may be amended from time to time, as the “Merger Agreement.”

Unless indicated otherwise by the context, all references in this Proxy Statement to:

On October 6, 2021, the exchange rate between the NIS and the dollar, as quoted by the Bank of Israel, was NIS 3.245 to $1.00. Unless derived from our financial statements or indicated otherwise by the context, statements in this Proxy Statement that provide the dollar equivalent of NIS amounts or provide the NIS equivalent of dollar amounts are based on the exchange rate, as quoted by the Bank of Israel, as of such date.

Parties Involved in the Merger

Itamar Medical Ltd.

Itamar is a company organized under the laws of the State of Israel. We are a medical technology company focused on the development and commercialization of non-invasive medical devices and solutions to aid in the diagnosis of respiratory sleep disorders. We commercialize a digital healthcare platform to facilitate the continuum of care for effective sleep apnea management with a focus on the core sleep, cardiology and direct to consumer markets. We offer a Total Sleep Solution to help physicians provide comprehensive sleep apnea management in a variety of clinical environments to optimize patient care and reduce healthcare system costs.

The Ordinary Shares are listed on the TASE, and the ADSs are listed on the Nasdaq, in each case, under the symbol “ITMR.”

Asahi Kasei Corporation

Guarantor is a corporation organized under the laws of Japan. Guarantor is a diversified chemical manufacturer with businesses in the health care, chemicals & fibers, homes and construction materials and electronics sectors. With more than 25,000 employees around the world, Guarantor serves customers in more than 100 countries. Within the health care field, Guarantor is active in pharmaceuticals (including agents for dysuria, osteoporosis, disseminated intravascular coagulation, and herpes), medical devices (including artificial kidneys and therapeutic apheresis devices), and bioprocess products (including virus removal filters and bioprocess equipment).

ZOLL Medical Corporation

Parent is a corporation organized under the laws of Massachusetts. Parent is a wholly owned subsidiary of Guarantor. Parent develops and markets medical devices and software solutions that help advance emergency care and save lives while increasing clinical and operational efficiencies. With products for defibrillation and cardiac monitoring, circulation enhancement and CPR feedback, supersaturated oxygen therapy, data management, ventilation, and therapeutic temperature management, Parent provides a comprehensive set of technologies that help clinicians, emergency medical services, fire professionals, and lay rescuers improve patient outcomes in critical cardiopulmonary conditions.

Zeus Merger Sub Ltd.

Merger Sub is a company organized under the laws of the State of Israel. Merger Sub is a wholly owned subsidiary of Parent that was formed on September 1, 2021, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement. Merger Sub has not engaged in any business activities other than in connection with its formation and the transactions contemplated by the Merger Agreement.

Structure of the Merger

Upon the terms and subject to the conditions of the Merger Agreement and in accordance with the provisions of Sections 314-327 of the Companies Law, if the Merger is completed, Merger Sub will merge with and into the Company, and the Company will continue as the surviving company and as a wholly owned subsidiary of Parent (the “Surviving Company”). As a result of the Merger, the Company will cease to be a publicly traded company and you will no longer own any shares of, nor will you have any ownership interest in, the Surviving Company.

Merger Consideration

As a result of the Merger, all (i) outstanding Ordinary Shares immediately prior to the effective time of the Merger (the “Effective Time”) will be deemed to be transferred to Parent in exchange for the right to receive $1.0333333 in cash for each Ordinary Share (the “Per Share Merger Consideration”), without interest and subject to applicable withholding taxes and (ii) outstanding ADSs immediately prior to the Effective Time will be deemed to be cancelled in exchange for the right to receive $31.00 in cash for each ADS (the “Per ADS Merger Consideration”), without interest and subject to applicable withholding taxes and a cancellation fee of $0.05 per one (1) ADS (the “Cancellation Fee”).

After the Merger is completed, holders of outstanding Ordinary Shares and ADSs, immediately prior to the Effective Time, will have the right to receive the Per Share Merger Consideration or the Per ADS Merger Consideration, as applicable.

Treatment of Company Warrant and Equity Awards

Company Warrant

At the Effective Time, a warrant issued by the Company to Mizrahi Tefahot Bank Ltd., dated May 14, 2017, as amended, entitling the holder thereof to purchase Ordinary Shares in accordance with the terms and conditions of the applicable warrant agreement (the “Company Warrant”), assuming that it is outstanding and unexercised immediately prior to the Effective Time, shall be canceled and the holder thereof will be entitled to receive a cash payment equal to (i) the number of Ordinary Shares subject to such Company Warrant multiplied by (ii) (1) the Per Share Merger Consideration, minus (2) the exercise price of such Company Warrant, without interest and less any applicable withholding taxes.

Company Options and Restricted Share Units

At the Effective Time, (i) each option to purchase Company Shares (a “Company Option”) that is outstanding and unexercised, whether or not vested, will be cancelled and converted into the right to receive a cash amount equal to the product of the number of Company Shares subject to the Company Option, and the excess, if any, of the Merger Consideration over the per share exercise price of such Company Option (the “Option Consideration”), and (ii) each Company restricted share unit (a “Company RSU”) that is outstanding, whether or not vested, will be canceled and converted into the right to receive a cash amount equal to the product of the number of Company RSUs determined based on performance or time, as applicable, and the excess, if any, of the Merger Consideration over the applicable per share exercise price for such Company RSU (the “RSU Payment”), in each case, less any applicable withholding taxes.

With respect to each Company Option and each Company RSU that is vested as of immediately prior to the Effective Time (including each Company Option and each Company RSU that is accelerated in connection with the consummation of the Merger), the Option Consideration and RSU Payment, less any applicable withholding taxes, will be paid after the Closing (as defined in the Merger Agreement).

With respect to each Company Option and each Company RSU that is unvested as of immediately prior to the Effective Time (an “Unvested Company Option” or “Unvested Company RSU”, respectively), payment of the Option Consideration or RSU Payment, less any applicable withholding taxes, is conditioned upon the holder’s continued employment or service to the Company or any of its subsidiaries (or any successor or affiliate thereof) through the applicable vesting date, the end of the applicable performance period, or such earlier date specified in the terms of the Company Option or Company RSU, in each case as applicable, other than as provided in the Merger Agreement.

For a more complete description of the treatment of Company warrant and equity awards, including the timing of payment of the consideration therefor in the case of vested and unvested equity awards, see the section of this Proxy Statement entitled “The Merger Agreement—Treatment of Company Warrant and Equity Awards.”

The Special and 2021 Annual General Meeting

Date, Time and Place

The Meeting will be held on November 16, 2021, at 1:00 PM (Israel time) (6:00 AM Eastern time), at the Company’s offices at 5 Tarshish Street, Caesarea 3079821, Israel. However, in light of the outbreak of the coronavirus (COVID-19) pandemic, the Company reserves the option to convert the Meeting from a physical meeting to a virtual meeting at a later date. In such event, the Company will issue a press release and/or furnish a Form 6-K or other document to the SEC and the ISA prior to the date of the Meeting outlining the manner in which shareholders may attend the virtual Meeting.

Record Date; Quorum; Voting Rights

You are entitled to notice of, and vote at, the Meeting if you own Ordinary Shares at the close of business on October 17, 2021 (the “Record Date”). You will have one (1) vote at the Meeting for each Ordinary Share that you owned at the close of business on the Record Date.

The quorum required at the Meeting consists of at least two (2) shareholders present in person or represented by proxy, within half an hour from the time appointed for holding the meeting, who hold or represent, in the aggregate, at least 33 and 1/3% of the total voting rights in the Company. If the Meeting is adjourned for lack of a quorum, it will be adjourned to the same day in the following week at the same time and place (i.e., it will be adjourned to November, 23, 2021, at 1:00 PM (Israel time) (6:00 AM Eastern time), unless another time or place is determined by the Board in a notice to our shareholders). If, at such adjourned meeting, a quorum is not present within half an hour from the time appointed for holding the adjourned meeting, any two (2) shareholders present in person or by proxy who hold or represent, in the aggregate, at least 10% of the outstanding share capital of the Company, shall constitute a quorum.

Purpose

At the Meeting, the Company will ask shareholders to vote on the following proposals:

In addition to the above resolutions, the Company’s consolidated financial statements for the year ended December 31, 2020 will be reviewed and considered at the Meeting. This item will not involve a vote of the shareholders.

We do not currently expect there to be any other matters on the agenda at the Meeting; however, if any other matter is properly presented at the Meeting, the persons named in the enclosed proxy card will vote upon such matters in accordance with their discretion.

Required Vote

Provided that a quorum is present, the adoption and approval of each of the proposals set forth in Items 1 – 6 above will require the affirmative vote of a majority of the Ordinary Shares present, in person, by proxy or by electronic voting, at the Meeting (or any adjournment or postponement thereof), excluding abstentions; provided that:

If the Adjournment Proposal is approved and a quorum is present, the chairman of the Meeting may recess and/or adjourn the Meeting to a later time or date pursuant to the articles of association of the Company. It should be noted that under the terms of the Merger Agreement, the Meeting cannot be adjourned, postponed, delayed or cancelled without the prior written consent of Parent, other than under certain specified circumstances.

Itamar cannot complete the Merger unless its shareholders approve the Merger Proposal (Proposal 1). However, the completion of the Merger is not contingent on the approval of Proposals 2, 3, 4, 5 or 6.

Share Ownership of the Company’s Directors and Executive Officers

As of October 6, 2021, the executive officers and directors of the Company beneficially owned (directly or via ADSs) an aggregate of 49,487,255 Ordinary Shares, or 9.7% of the outstanding Ordinary Shares. For beneficial ownership of Ordinary Shares by the Company’s directors and executive officers, including how beneficial ownership was calculated, see “Security Ownership by Certain Beneficial Owners and Management” beginning on page 94.

Voting and Proxies

A form of proxy for use at the Meeting and a return envelope for the proxy are enclosed. If a shareholder’s Ordinary Shares are held via the Company’s Israeli registrar for trading on the TASE, he or she should deliver (via registered mail or courier) his or her completed proxy (or voting instruction card) to the offices of the Company at 9 Halamish Street, Caesarea 3088900, Israel, Attention: General Counsel and Company Secretary together with a proof of ownership (‘Ishur Baalut’), as of the Record Date, issued by his or her broker, at least 48 hours prior to the time of the Meeting. Alternatively, such a shareholder may vote electronically via MAGNA, the electronic voting system of the ISA, up to six hours before the time fixed for the Meeting. You should receive instructions about electronic voting from your broker.

Shareholders may revoke the authority granted by their execution of proxies before the effective exercise thereof by filing with the Company, at least 48 hours prior to the time of the Meeting, a written notice of revocation or duly executed proxy bearing a later date, or by voting in person at the Meeting. However, if a shareholder attends the Meeting and does not elect to vote in person, his or her proxy will not be revoked. If a shareholder voted electronically via MAGNA, such shareholder may change or revoke its vote using the electronic voting system up to the time by which it may submit a vote using such system (i.e., up to six hours prior to the time fixed for Meeting).

Unless otherwise indicated on the form of proxy, if a proxy is properly executed and received by the Company prior to the Meeting, the Ordinary Shares represented by the proxy will be voted in favor of all the matters to be presented to the Meeting, as described above. If a shareholder on the form of proxy makes a specification, the Ordinary Shares represented thereby will be voted in accordance with such specification. On all matters considered at the Meeting, abstentions of a holder of Ordinary Shares will be treated as neither a vote “for” or “against” the matter, although they will be counted in determining if a quorum is present.

Under the terms of the Deposit Agreement (the “Deposit Agreement”) among the Company and The Bank of New York Mellon, as depositary (the “Depositary”), and the holders of the ADSs, the Depositary shall endeavor (insofar as is practicable and in accordance with the applicable law and the articles of association of the Company) to vote or cause to be voted the number of Ordinary Shares represented by ADSs in accordance with the instructions provided by the holders of ADSs to the Depositary. If no instructions are received by the Depositary from any holder of ADSs with respect to any of the Ordinary Shares represented by the ADSs evidenced by such holder’s receipts on or before the date established by the Depositary for such purpose, the Depositary will not exercise any discretion in voting the Ordinary Shares, except that, if a holder of our ADSs does not provide the Depositary with voting instructions for an agenda item in the Meeting in a timely manner, we may (but are not obligated) instruct the Depositary, if we reasonably do not know of any substantial opposition to such agenda item and the matter is not materially adverse to the interests of our shareholders, to treat the holder as giving a discretionary proxy to a person designated by us as to that matter. Holders of ADSs who wish to return voting instructions to the Depositary (or revoke or change such instructions if already provided) need to do so by communicating such voting instructions (or revocation or change thereto) to the Depositary in a timely manner and in accordance with the directions from the Depositary. For the sake of clarity, holders of ADSs will not be able to attend or vote directly at the Meeting.

Shareholder Proposals and Position Statements

In accordance with the Companies Law, (i) position statements with respect to any of the proposals at the Meeting must be delivered to Itamar no later than ten (10) days prior to the date of the Meeting; and (ii) eligible shareholders, holding at least one percent (1%) of our outstanding Ordinary Shares, may present proper proposals for inclusion in the Meeting by submitting their proposals to us within seven (7) days following the date of the Notice of the Meeting and, if we determine that a shareholder proposal is appropriate to be added to the agenda of the Meeting, we will publish a revised agenda in the manner set forth below. If applicable, valid position statements and/or revise agenda will be published by way of issuing a press release and/or filing a Form 6-K with the SEC and the ISA; however, the Record Date will not change.

Interests of the Company’s Directors and Executive Officers in the Merger

When considering the recommendation of the Board that you vote to approve the Merger Proposal, you should be aware that the Company’s directors and executive officers may have interests in the Merger that are different from, or in addition to, your interests as a shareholder. The Board was aware of these interests during its deliberations on the merits of the Merger and in deciding to recommend that shareholders vote in favor of the Merger Proposal. These interests generally include, among others, the rights to accelerated vesting of equity awards, the indemnification and insurance, and certain bonus payment provisions contained in or permitted by the Merger Agreement, as described in more detail under the caption “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger.”

Recommendation of the Board

The Board, after considering various factors described under the caption “The Merger—Reasons for the Merger and Recommendation of the Board,” has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby (the “Transactions”), including the Merger, are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors; and (ii) approved the Merger, the execution of the Merger Agreement and the consummation of the Transactions. The Board unanimously recommends that you vote (1) “FOR” the Merger Proposal; (2) “FOR” the Adjournment Proposal; (3) “FOR” the Director Proposal; (4) “FOR” the Compensation Policy Proposal; (5) “FOR” the CEO Salary Proposal; and (6) “FOR” the Auditor Proposal.

Fairness Opinion of Piper Sandler & Co.

The Company engaged Piper Sandler & Co. (“Piper Sandler”) to provide financial advice in connection with the proposed Merger based on Piper Sandler’s qualifications, expertise, reputation and knowledge of the Company’s business and the industry in which the Company operates. At a meeting of the Board on September 9, 2021, Piper Sandler issued its oral opinion to the Board, later confirmed in a written opinion dated September 9, 2021, that, based upon and subject to the assumptions, procedures, considerations and limitations set forth in the written opinion and based upon such other factors as Piper Sandler considered relevant: (i) the Per Share Merger Consideration is fair, from a financial point of view, to the holders of Ordinary Shares issued and outstanding prior to the Effective Time (other than Excluded Shares (as defined in the Merger Agreement)) and (ii) the Per ADS Merger Consideration is fair, from a financial point of view, to the holders of ADSs issued and outstanding prior to the Effective Time (other than Excluded Shares), in each case, as of the date of the opinion. On September 12, 2021, Piper Sandler delivered a letter addressed to the Board, as of 8:00 am U.S. CT, confirming that no facts or circumstances had come to its attention since September 9, 2021 that would cause Piper Sandler to change its opinion or assumptions set forth in its written opinion dated September 9, 2021.

The full text of the written opinion of Piper Sandler, dated as of September 9, 2021, and of its confirmation letter, dated September 12, 2021, are attached to this Proxy Statement as Annex B and are incorporated into this Proxy Statement by reference. The written opinion sets forth, among things, the assumptions made, procedures followed, matters considered and limitations on the scope of review undertaken by Piper Sandler in rendering its opinion. You should read each of the opinion, and the confirmation letter, carefully in its entirety.

Piper Sandler’s opinion was provided to the Board and addressed solely the fairness, from a financial point of view, of the Per Share Merger Consideration and the Per ADS Merger Consideration, to holders of the Ordinary Shares and ADSs, respectively, as set forth in the Merger Agreement, and did not address any other terms or agreement relating to the Merger or any other terms of the Merger Agreement. Piper Sandler was not requested to opine as to, and its opinion does not address, the basic business decision to proceed with the Merger, the merits of the Merger relative to any alternative transaction or business strategy that may be available to the Company, Parent’s ability to fund the Per Share Merger Consideration or the Per ADS Merger Consideration, or any other terms contemplated by the Merger Agreement or the fairness of the Merger to any other class of securities, creditor or other constituency of the Company. Furthermore, Piper Sandler expressed no opinion with respect to the amount or nature of the compensation to any officer, director or employee of any party to the Merger, or any class of such persons, relative to the compensation to be received by holders of Ordinary Shares or ADSs in the Merger or with respect to the fairness of any such compensation. Piper Sandler’s opinion was directed solely to the Board in connection with its consideration of the Merger Agreement and was not intended to be, and does not constitute, a recommendation to any holder of Ordinary Shares or ADSs as to how such holder should act with respect to the Merger or any other matter, and does not in any manner address the price at which the Ordinary Shares or ADSs may trade following announcement of the Merger or at any future time.

For a description of the opinion, see “The Merger — Fairness Opinion of Piper Sandler & Co.,” which is qualified in its entirety by reference to the full text of Piper Sandler’s written opinion.

Merger Agreement

Conditions to the Closing of the Merger

The Closing (as defined in the Merger Agreement) is subject to certain conditions, including, among others, (a) approval of the Merger Agreement by the requisite majority of shareholders of the Company (the “Company Shareholder Approval”), (b) the absence of certain laws, orders, judgments and injunctions that restrain, enjoin or otherwise prohibit the consummation of the Merger, (c) obtaining requisite regulatory approvals, including expiration of the applicable Hart-Scott-Rodino Antitrust Improvement Acts of 1976 (the “HSR Act”) waiting period, and waiver, clearance or affirmative approval of the ICA under the Israeli Competition Law (as defined below), (d) at least fifty (50) days shall have elapsed after the filing of a merger proposal with the Israeli Companies Registrar (the “Companies Registrar”) and at least thirty (30) days shall have elapsed after the approval of the Merger by the shareholders of the Company, (e) the absence of certain pending governmental investigations, (f) subject to certain exceptions, the accuracy of representations and warranties with respect to the businesses of the Company and Parent and compliance in all material respects by the Company, Parent and Merger Sub with their respective covenants contained in the Merger Agreement and (g) the absence of a material adverse effect on the Company’s business from the date of the Merger Agreement. Consummation of the Merger is not subject to a financing condition.

For a more complete description of conditions to the Closing, see the section of this Proxy Statement entitled “The Merger Agreement—Conditions to the Closing of the Merger.”

Non-Solicitation; Competing Proposals; Change of Recommendation

Pursuant to the terms of the Merger Agreement, the Company is subject to customary restrictions on its ability to solicit Competing Proposals (as defined in the section of this Proxy Statement entitled “The Merger Agreement—Competing Proposals”) from third parties and to provide information to, and enter into discussions or negotiations with, third parties regarding Competing Proposals.

However, prior to the approval of the Merger Agreement by the Company’s shareholders, the solicitation restrictions are subject to a customary “fiduciary-out” provision that allows the Company, in response to its receipt of an unsolicited bona fide Competing Proposal, which did not arise from the Company’s breach of its non-solicitation obligations under the Merger Agreement, to provide information to and participate in negotiations or discussions with third parties with respect to a Competing Proposal if the Board determines in good faith, after consultation with the Company’s outside legal counsel and financial advisor, that the Competing Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (as defined in the section of this Proxy Statement entitled “The Merger Agreement—Competing Proposals”) and the Company receives or has already received an acceptable confidentiality agreement.

In addition, at any time prior to the approval of the Merger Agreement by the Company’s shareholders, in response to its receipt of an unsolicited bona fide Competing Proposal, (i) the Board may change its recommendation that the Company’s shareholders approve the Merger Agreement or (ii) the Company may terminate the Merger Agreement to enter into a definitive written agreement providing for such Competing Proposal, if the Board has determined in good faith after consultation with the Company’s outside legal counsel and financial advisor that such Competing Proposal constitutes a Superior Proposal and the failure to change its recommendation or to terminate the Merger Agreement would be reasonably likely to be inconsistent with the fiduciary duties of the members of the Board under applicable law. However, prior to taking these actions, the Company must provide Parent with written notice of such determination and a four (4) business day period for the purpose of engaging in discussions and negotiations with the Company, and is obligated to consider in good faith any proposals made by Parent, in order to amend the terms of the proposed transaction such that the Competing Proposal no longer constitutes a Superior Proposal.

Also, prior to the approval of the Merger by the Company’s shareholders, the Board may change its recommendation that the Company’s shareholders approve the Merger Agreement for a reason unrelated to a Competing Proposal if it determines in good faith (after consultation with its outside legal counsel and financial advisor) that, in light of the occurrence of a Company Intervening Event (as defined in the section of this Proxy Statement entitled “The Merger Agreement—The Board’s Recommendation; Company Board Recommendation Change”), the failure to take such action would be reasonably likely to be inconsistent with the Board’s fiduciary duties under applicable law, provided that the Company gives Parent written notice of such determination and a four (4) business day period for the purpose of engaging in discussions and negotiations with the Company so as to avoid such recommendation change.

Parent may elect to terminate the Merger Agreement in the event of a change in the Board’s recommendation. The Company will be required to pay Parent a termination fee of $18,847,360 if the Merger Agreement is terminated under certain circumstances that are specified in the Merger Agreement, including in the event of a change in the Board’s recommendation. For more details, see the section of this Proxy Statement entitled “The Merger Agreement—Termination Fees.”

Financing of the Merger

The Company anticipates that the total amount of funds necessary to complete the Merger and the other Transactions will be approximately $539 million. Parent has access to sufficient cash to fund the acquisition, and has represented to the Company that it will have sufficient funds to pay all cash amounts required to be paid by Parent under the Merger Agreement on the closing date of the Merger (the “Closing Date”). This amount consists of funds needed to (i) pay the holders of Ordinary Shares and ADSs the amounts due under the Merger Agreement and (ii) make payments in respect of certain of the Company’s outstanding warrants and equity-based awards pursuant to the Merger Agreement.

For more information, see the section of this Proxy Statement entitled “The Merger—Financing of the Merger.”

Material U.S. Federal and Israeli Income Tax Consequences of the Merger

The receipt by a U.S. Holder (as defined in the section of this Proxy Statement entitled “The Merger—Material U.S. Federal Income Tax Consequences”) of cash in exchange for Company Shares in connection with the Merger will be a taxable transaction for U.S. federal income tax purposes. Generally, a U.S. Holder will recognize gain or loss equal to the difference between the amount of cash it receives in connection with the Merger and its aggregate adjusted tax basis in Company Shares that it exchanges therefor.

The receipt of cash in exchange for Company Shares in connection with the Merger is generally a taxable transaction for Israeli income tax purposes and requires the withholding of applicable Israeli tax at source. However, certain exemptions from Israeli tax withholding may be applicable to non-Israeli holders of Company Shares under certain provisions of the Israeli Income Tax Ordinance (New Version) 1961, as amended (the “ITO”) and we intend to apply to the Israel Tax Authority to obtain a tax ruling in that regard.

For more information, see the section of this Proxy Statement entitled “The Merger—Material U.S. Federal and Israeli Income Tax Consequences of the Merger.” Holders of Company Shares should consult their own tax advisors concerning the tax consequences relating to the Merger in light of their particular circumstances.

Voting and Support Agreements

Simultaneously with the execution and delivery of the Merger Agreement, several directors and officers of the Company who are also shareholders of the Company as well as certain other shareholders (collectively, the “Supporting Shareholders”), who collectively beneficially own approximately 18.8% of the outstanding Company Shares on the date of the Merger Agreement, entered into a Voting and Support Agreement with Parent (the “Support Agreement”), pursuant to which the Supporting Shareholders agreed, among other things, to vote their respective beneficially owned capital stock of the Company (or in the case of the holders of the ADSs, instruct the Depositary on how to vote the Ordinary Shares represented by their ADSs) in favor of the approval of the Merger Agreement, the Merger and the other Transactions and against any action, proposal, transaction or agreement that would prevent, impede or delay the consummation of the transactions contemplated by the Merger Agreement. The obligations of the Supporting Shareholders terminate under certain circumstances, including if the Merger Agreement is terminated.

The form of Support Agreement is attached as Annex C to this Proxy Statement.

Regulatory Approvals Required for the Merger and Other Regulatory Filings

Under the Merger Agreement, the Merger cannot be completed until (i) the expiration or termination of the applicable waiting period under the HSR Act and (ii) the parties receive a waiver, clearance or affirmative approval of the Israeli Competition Authority under the Israeli Economic Competition Law-1988 (the “Israeli Competition Law”).

For further details regarding the regulatory approvals required for the Merger, please refer to the section of this Proxy Statement entitled “The Merger—Regulatory Approvals Required for the Merger and Other Regulatory Filings.”

No Appraisal Rights

Under Israeli law, the Company’s shareholders are not entitled to statutory appraisal rights in connection with the Merger.

QUESTIONS AND ANSWERS ABOUT THE TRANSACTION AND THE MEETING

The following questions and answers are intended to briefly address certain commonly asked questions regarding the Meeting, the Merger Proposal and the other matters on the agenda for the Meeting that you, as a shareholder of Itamar (or holder of ADSs), may have and the answers to those questions. These questions and answers may not address all the questions that may be important to you as a shareholder (or holder of ADSs) of Itamar. Please refer to the more detailed information contained elsewhere in this Proxy Statement, the appendices attached to this Proxy Statement and the documents referred to or incorporated by reference in this Proxy Statement, which you are urged to read carefully and in their entirety. See the section of this Proxy Statement entitled “Where You Can Find More Information” beginning on page 99.

Q: Why am I receiving this Proxy Statement?

A: On September 13, 2021, the Company entered into an Agreement and Plan of Merger (which we refer to as the Merger Agreement) with ZOLL Medical Corporation, a Massachusetts corporation (which we refer to as Parent) and a subsidiary of Asahi Kasei Corporation, a Japanese corporation (which we refer to as Guarantor), Zeus Merger Sub Ltd., an Israeli company and wholly owned subsidiary of Parent (which we refer to as Merger Sub) and, solely for the limited purposes set forth therein, Guarantor. We are holding the Meeting as a special meeting in order to obtain shareholder approval of (1) the Merger Proposal (i.e., approving the Merger Agreement, the transactions contemplated thereunder, including the Merger and the Merger Consideration); and (2) the Adjournment Proposal (i.e., the adjournment of the Meeting to a later date if necessary to solicit additional proxies if there are insufficient votes to approve the Merger Proposal). In addition, since we have not held our annual meeting of shareholders for 2021 as of yet, we are holding the Meeting also as an annual meeting in order to vote upon certain other items, including the Director Proposal, the Compensation Policy Proposal, and the CEO Salary Proposal.

We cannot complete the Merger unless our shareholders approve the Merger Proposal. However, the completion of the Merger is not contingent on the shareholder approval of the other proposals.

You are receiving this Proxy Statement because you owned Ordinary Shares or ADSs, which we collectively refer to as Company Shares, on October 17, 2021, the Record Date, and that entitles you to vote at the Meeting (or if you are an ADS holder, to instruct the Depositary how to vote the Ordinary Shares underlying your ADSs at the Meeting). By use of a proxy, you can vote on the proposals to be acted on at the Meeting whether or not you attend the Meeting. This Proxy Statement describes the matters on which we would like you to vote and provides information on those matters so that you can make an informed decision.

Q: What am I being asked to vote on?

A: You are being asked to vote on a resolution for the approval of the acquisition of Itamar by Parent, including the approval of: (i) the Merger Agreement; (ii) the Merger; (iii) the consideration of $1.0333333 in cash, without interest and subject to applicable withholding taxes, to be received for each Ordinary Share, including with respect to the Ordinary Shares underlying the ADSs, owned as of immediately prior to the effective time of the Merger; (iv) the cancellation of each outstanding option to purchase Ordinary Shares or ADSs (including those granted to the Company’s directors and officers) in exchange for the right to receive a cash payment, in accordance with the Merger Agreement; (v) the cancellation of each outstanding RSU (including those granted to the Company’s directors and officers) in exchange for the right to receive a cash payment, in accordance with the Merger Agreement; and (vi) all other transactions and arrangements contemplated by the Merger Agreement (we refer to the foregoing collectively as the Merger Proposal).

In addition, you are being asked to vote on the following proposals:

Each of the foregoing items is further described in this Proxy Statement.

Q:     When and where is the Meeting?

A:     The Meeting will take place on November 16, 2021, at 1:00 PM (Israel time) (6:00 AM Eastern time), at Company’s offices at 5 Tarshish Street, Caesarea 3079821, Israel. However, in light of the outbreak of the coronavirus (COVID-19) pandemic, the Company reserves the option to convert the Meeting from a physical meeting to a virtual meeting at a later date. In such event, the Company will issue a press release and/or furnish a Form 6-K or other document to the SEC and ISA prior to the date of the Meeting outlining the manner in which shareholders may attend the virtual Meeting.

Q:     Who is entitled to vote at the Meeting?

A:     Shareholders as of the Record Date of October 17, 2021 are entitled to notice of the Meeting and to vote at the Meeting.

Q:     What shares can I vote at the Meeting?

A:     You may vote all of the Company Shares you owned as of the Record Date (if you are an ADS holder, you may vote all ADSs you own as of the Record Date by instructing the Depositary how to vote the Ordinary Shares underlying such ADSs), including Company Shares held directly in your name as the shareholder of record and all Company Shares held for you as the beneficial owner through a broker, trustee or other nominee such as a bank. See the answers to the questions below entitled “How may I vote?” and “If my broker holds my Company Shares in “street name,” will my broker vote my shares for me?” for further instructions on how to vote your Ordinary Shares or ADSs in the Meeting.

Q:     What is an “American Depositary Share” or “ADS”?

A:     An American Depositary Share, or ADS, is a security that allows persons in the United States to more easily hold and trade interests in companies incorporated or organized in a non-U.S. country. In the case of Itamar, each ADS represents thirty (30) Ordinary Shares. The Deposit Agreement sets out the rights of ADS holders as well as the rights and obligations of the Depositary, including with respect to voting at the Company’s shareholders meetings.

Q:     May I attend the Meeting and vote in person?

A:     Yes. All holders of Ordinary Shares as of the Record Date may attend the Meeting and vote in person.

Ordinary Shares. Even if you plan to attend the Meeting in person, to ensure that the Ordinary Shares will be represented at the Meeting, we encourage you to sign, date and return the enclosed proxy card in the accompanying prepaid reply envelope.

A form of proxy for use at the Meeting and a return envelope for the proxy are enclosed. If a shareholder’s Ordinary Shares are held via the Company’s Israeli registrar for trading on the TASE, he or she should deliver (via registered mail or courier) his or her completed proxy (or voting instruction card) to the offices of the Company at 9 Halamish Street, Caesarea 3088900, Israel, Attention: General Counsel and Company Secretary together with a proof of ownership (‘Ishur Baalut’), as of the Record Date, issued by his or her broker, at least 48 hours prior to the time of the Meeting. Alternatively, such a shareholder may vote electronically via MAGNA, the electronic voting system of the ISA, up to six hours before the time fixed for the Meeting. You should receive instructions about electronic voting from your broker.

ADSs. Under the terms of the Deposit Agreement, the Depositary shall endeavor (insofar as is practicable and in accordance with the applicable law and the articles of association of the Company) to vote or cause to be voted the number of Ordinary Shares represented by ADSs in accordance with the instructions provided by the holders of ADSs to the Depositary. If no instructions are received by the Depositary from any holder of ADSs with respect to any of the Ordinary Shares represented by the ADSs evidenced by such holder’s receipts on or before the date established by the Depositary for such purpose, the Depositary will not exercise any discretion in voting the Ordinary Shares, except that, if a holder of our ADSs does not provide the Depositary with voting instructions for an agenda item in the Meeting in a timely manner, we may (but are not obligated) instruct the Depositary, if we reasonably do not know of any substantial opposition to such agenda item and the matter is not materially adverse to the interests of our shareholders, to treat the holder as giving a discretionary proxy to a person designated by us as to that matter. Holders of ADSs who wish to return voting instructions to the Depositary (or revoke or change such instructions if already provided) need to do so by communicating such voting instructions (or revocation or change thereto) to the Depositary in a timely manner and in accordance with the directions from the Depositary. For the sake of clarity, holders of ADSs will not be able to attend or vote directly at the Meeting.

Q:     What is the proposed Merger and what effects will it have on the Company?

A:     The proposed Merger will result in the acquisition of the Company by Parent. If the Merger Proposal is approved by the shareholders and the other closing conditions under the Merger Agreement have been satisfied or waived, Merger Sub will merge with and into the Company, with the Company continuing as the Surviving Company. As a result of the Merger, the Company will become a wholly owned subsidiary of Parent, and the Company Shares will no longer be publicly traded (the Ordinary Shares will be delisted from the TASE and the ADSs will be delisted from Nasdaq). In addition, the Company Shares will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Israeli Securities Law, 1968, as amended (the “Israeli Securities Law”) and the Company will no longer file periodic reports with the SEC or ISA.

Q:     What will I receive if the Merger is completed?

A:     Upon completion of the Merger, you will be entitled to receive the Per Share Merger Consideration or the Per ADS Merger Consideration, as applicable, for each Company Share that you own in cash, without interest and less any applicable withholding taxes (and, with respect to ADSs, less the Cancellation Fees). For example, if you own 100 Ordinary Shares and 100 ADSs, you will receive $3,203.33333 in cash in exchange for the Company Shares, without interest and less any applicable withholding taxes and the Cancellation Fees.

Q:     How does the Per Share Merger Consideration or the Per ADS Merger Consideration, as applicable, compare to the unaffected market price of the Company Shares?

A:     The Per Share Merger Consideration of $1.0333333 per each Ordinary Share constitutes a premium of approximately 53.28% to the closing price of the Ordinary Shares on September 12, 2021 (using the exchange rate between the NIS and the dollar, as quoted by the Bank of Israel on September 10, 2021), the last trading day on the TASE prior to the announcement that the Company entered into the Merger Agreement. The Per ADS Merger Consideration of $31.00 per each ADS constitutes a premium of approximately 50.2% to the closing price of the Company Shares on September 10, 2021, the last trading day on the Nasdaq prior to the announcement that the Company entered into the Merger Agreement. On October 13, 2021, the closing price of the ADS and Ordinary Shares, respectively, on Nasdaq and TASE was $30.41 and NIS 3.267, respectively.

Q:     Will the Merger Consideration payable to me be subject to Israeli tax withholding?

A:     According to Israeli law, unless it is provided with an exemption certificate issued by the Israel Tax Authority, Parent is required to withhold Israeli taxes from the Merger Consideration even if you are not subject to Israeli capital gains tax. We intend to submit an application to the Israel Tax Authority in order to clarify the withholding mechanism. As part of the application, we intend to request that non-Israeli residents who purchased their Ordinary Shares or ADSs on or after March 13, 2007 (the date on which Itamar listed its shares on the TASE) and hold less than 5% of the outstanding Ordinary Shares will be exempt from withholding to the extent that such shareholders will provide the exchange agent with certain declarations regarding their residency and the date on which the shares were purchased. We cannot assure you that our application will be accepted.

Q:     Will the Merger Consideration paid to U.S. Holders of the Company Shares be subject to U.S. federal income tax?

A:     The receipt of Merger Consideration by the U.S. Holders of the Company Shares will be a taxable event for U.S. federal income tax purposes. For more details, see “The Merger—Material U.S. Federal and Israeli Income Tax Consequences.”

Q:     What do I need to do now?

A:     We encourage you to read this Proxy Statement, the annexes to this Proxy Statement and the documents that we refer to in this Proxy Statement carefully and consider how the Merger and the other proposals included herein affect you. Then sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying reply envelope, so that the Ordinary Shares can be voted at the Meeting. If you hold Ordinary Shares in “street name,” please refer to the voting instruction forms provided by your bank, broker or other nominee to vote the Ordinary Shares. If you hold ADSs, please refer to the voting instruction forms provided by the Depositary to vote the Ordinary Shares represented by the ADSs.

Q:     Should I send in my share or ADS certificates now?

A:     No. After the Merger is completed, if your Ordinary Shares or ADSs are held in “street name” by your bank, broker or other nominee, you will receive instructions from your bank, broker or other nominee as to how to effect the surrender or transfer of your “street name” Ordinary Shares or ADSs in exchange for the Merger Consideration. If your Ordinary Shares are traded through the TASE, you will receive the Merger Consideration through the bank or financial institution through which you hold your Ordinary Shares. If you hold certificated shares, you will receive a letter of transmittal containing instructions for how to send your share certificates to the exchange agent in order to receive the Merger Consideration for the Ordinary Shares represented by your share certificates. Please do not send your Ordinary Share or ADS certificates with your proxy card.

Q:     What happens if I sell or otherwise transfer my Company Shares after the Record Date but before the Meeting?

A:     The Record Date for the Meeting is earlier than the date of the Meeting and the date the Merger is expected to be completed.

If you sell or transfer the Company Shares after the Record Date but before the Meeting, you will transfer the right to receive the Per Share Merger Consideration or the Per ADS Merger Consideration, as applicable, if the Merger is completed, to the person to whom you sell or transfer the Company Shares, but, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer the Company Shares and each of you timely notifies the Company in writing of such special arrangements, you will retain your right to vote those shares at the Meeting. Even if you sell or otherwise transfer the Company Shares after the Record Date, if you hold Ordinary Shares, we encourage you to sign, date and return the enclosed proxy card in the accompanying reply envelope or grant your proxy electronically as described under question entitled “How may I vote?” below, or, if you hold ADSs, to return voting instructions to the Depositary.

Q:     How does the Board recommend that I vote?

A:     The Board, after considering the various factors described under the caption “The Merger—Reasons for the Merger and Recommendation of the Board,” has unanimously (1) determined that the Merger Agreement and the transactions contemplated thereunder, including the Merger, are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors; and (2) approved the Merger, the execution of the Merger Agreement and the consummation of the transactions contemplated thereunder.

The Board unanimously recommends that you vote (1) “FOR” the Merger Proposal; (2) “FOR” the Adjournment Proposal; (3) “FOR” the Director Proposal; (4) “FOR” the Compensation Policy Proposal; (5) “FOR” the CEO Salary Proposal; and (6) “FOR” the Auditor Proposal.

Q:     What happens if the Merger is not completed?

A:     If the Merger Proposal is not approved by shareholders or if the Merger is not completed for any other reason, shareholders will not receive any payment for their Company Shares. Instead, the Company will remain an independent public company, the Ordinary Shares will continue to be listed and traded on TASE, the ADSs will continue to be listed and traded on Nasdaq, the Company Shares will continue to be registered under the Exchange Act, and the Company will continue to file periodic reports with the SEC and the ISA.

The Company will be required to pay Parent a termination fee of $18,847,360 if the Merger Agreement is terminated under certain circumstances that are specified in the Merger Agreement. For more details see the section of this Proxy Statement entitled “The Merger Agreement—Termination Fees.”

Q:     Are there risks I should consider in deciding how to vote on the Merger?

A:     Yes. You should read carefully this Proxy Statement in its entirety, including the factors discussed in the section of this Proxy Statement entitled “Risk Factors” beginning on page 20.

Q:     What vote is required to approve the Merger Agreement?

A:     Provided that a quorum is present, the approval of the Merger Proposal will require the affirmative vote of a majority of the Ordinary Shares present, in person, by proxy or by electronic voting, at the Meeting (or any adjournment or postponement thereof), excluding abstentions and any Ordinary Shares that are held by Merger Sub, Parent or by any person or entity holding at least 25% of the “means of control” (within the meaning of the ICL) of either Merger Sub or Parent, or any person or entity acting on behalf of either Merger Sub or Parent or any person or entity described in the previous clause, including any of their affiliates (each, a “Parent Affiliate”).

While it is unlikely that any of the Company’s public shareholders is a Parent Affiliate, in order for your vote to be counted towards or against the required majority for the approval of the Merger Proposal, you must indicate in the appropriate place on the enclosed proxy card whether or not you are a Parent Affiliate. If you do not mark a box, your vote in respect of the Merger Proposal will not be counted. If you are unable to make this confirmation, please contact the Company’s General Counsel and Company Secretary, at +972-4-617700 or FNoa@itamar-medical.com for instructions on how to vote your Ordinary Shares and indicate whether or not you are a Parent Affiliate or, if you hold your ADSs in “street name,” you may also contact the representative managing your account, who would then contact us on your behalf. Shareholders who hold their shares through banks, brokers or other nominees that are members of the TASE should indicate whether or not they are a Parent Affiliate on the form of voting card that we have filed via MAGNA (if voting manually) or on the electronic voting form (if voting electronically via MAGNA).

Q:     What vote is required to approve each of the remaining proposals? What if I have a personal interest in any proposal?

A:     The approval of each of the remaining proposals requires the affirmative vote of a majority of the Ordinary Shares present, in person, by proxy or by electronic voting, at the Meeting (or any adjournment or postponement thereof), excluding abstentions; provided that with respect to Item 4 (the Compensation Policy Proposal) and Item 5 (the CEO Salary Proposal), either (i) the shares voted in favor of such resolution include a majority of the Ordinary Shares voted by shareholders who are not “controlling shareholders” and do not have a “personal interest” in such matter (as such terms are defined in the ICL) or (ii) that the total number of shares voted by the shareholders described in clause (i) against such resolutions does not exceed two percent (2%) of the aggregate voting rights in the Company.

As of the date hereof, the Company does not have a controlling shareholder within the meaning of the Companies Law. However, (i) all of our directors and officers are deemed to have a personal interest in Item 4 (the Compensation Policy Proposal) and (ii) Mr. Glick is deemed to have a personal interest in Item 5 (the CEO Salary Proposal).

The Companies Law requires that each shareholder voting on Item 4 (the Compensation Policy Proposal) and Item 5 (the CEO Salary Proposal) indicate whether or not the shareholder is a controlling shareholder or has such a personal interest in the proposed resolution.

While it is unlikely that any of the Company’s public shareholders has a personal interest in Item 4 (the Compensation Policy Proposal) or Item 5 (the CEO Salary Proposal), in order for your vote to be counted towards or against the required majority for the approval thereof, you must indicate in the appropriate place on the enclosed proxy card whether or not you are a controlling shareholder or have a personal interest in Item 4 or 5. If you do not mark this box, your vote will not be counted in respect of Item 4 (the Compensation Policy Proposal) and Item 5 (the CEO Salary Proposal). If you are unable to make this confirmation, please contact the Company’s General Counsel and Company Secretary at +972-4-617700 or FNoa@itamar-medical.com for instructions on how to vote your Ordinary Shares and indicate whether or not you are a controlling shareholder or have a personal interest or, if you hold your ADSs in “street name,” you may also contact the representative managing your account, who would then contact us on your behalf. Shareholders who hold their shares through banks, brokers or other nominees that are members of the TASE should indicate whether or not they are a controlling shareholder or have a personal interest in Item 4 (the Compensation Policy Proposal) or Item 5 (the CEO Salary Proposal) on the form of voting card that we have filed via MAGNA (if voting manually) or on the electronic voting form (if voting electronically via MAGNA).

Q:     How many shares must be present or represented to conduct business at the Meeting (that is, what constitutes a quorum)?

A:     The presence at the Meeting, in person or represented by proxy, of at least two (2) shareholders holding at least 33 1/3% of the voting rights in the Company as of the Record Date will constitute a quorum for the Meeting.

Q:     What happens if a quorum is not present?

A:     If within half an hour from the time appointed for the Meeting a quorum is not present, the Meeting will stand adjourned for one (1) week, to November 23, 2021, at the same hour and place, without any notification to shareholders, unless another time or place is determined by the Board in a notice to our shareholders. If, at such adjourned meeting, a quorum is not present within half an hour from the time appointed for holding the adjourned meeting, any two (2) shareholders present in person or by proxy who hold or represent, in the aggregate, at least 10% of the outstanding share capital of the Company, shall constitute a quorum.

Under the terms of the Merger Agreement, the Meeting cannot be adjourned, postponed, delayed or cancelled without the prior written consent of Parent, other than in the event (a) of failure to constitute a quorum at the Meeting, (b) that the Company has not received proxies representing a sufficient number of Company Shares to obtain the required approval of the Merger Proposal, (c) that such adjournment is required by applicable law or at the request of the SEC, ISA, Nasdaq or TASE or (d) that, in the good-faith judgement of the Board (after consultation with its outside legal advisors), the failure to adjourn would be reasonably likely to not allow sufficient time under applicable law for distribution or dissemination of any required supplement or amendment to this Proxy Statement.

Q:     Am I entitled to appraisal rights in connection with the Merger?

A:     No. Under Israeli law, the Company’s shareholders are not entitled to statutory appraisal rights in connection with the Merger.

Q:     Do any of the Company’s directors or officers have interests in the Merger that may differ from those of the Company’s shareholders generally?

A:     Yes. In considering the recommendation of the Board with respect to the Merger Proposal, you should be aware that our directors and executive officers may have interests in the Merger that are different from, or in addition to, your interests as a shareholder. The Board was aware of these interests during its deliberations on the merits of the Merger and in deciding to recommend that shareholders vote in favor of the Merger Proposal. These interests generally include, among others, the rights to accelerated vesting of equity awards, the indemnification and insurance and certain bonus payment provisions contained in or permitted by the Merger Agreement, as described in more detail under the caption “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger.”

Our directors and executive officers have informed us that they currently intend to vote (1) “FOR” the Merger Proposal; (2) “FOR” the Adjournment Proposal; (3) “FOR” the Director Proposal; (4) “FOR” the Compensation Policy Proposal; (5) “FOR” the CEO Salary Proposal; and (6) “FOR” the Auditor Proposal.

Q:     How may I vote?

A:     You can vote either in person at the Meeting (or via the virtual meeting website if the Meeting is held virtually) or by authorizing another person as your proxy, whether or not you attend the Meeting.

Ordinary Share Holders. A form of proxy for use at the Meeting and a return envelope for the proxy are enclosed. If a shareholder’s Ordinary Shares are held via the Company’s Israeli registrar for trading on the TASE, he or she should deliver (via registered mail or courier) his or her completed proxy (or voting instruction card) to the offices of the Company at 9 Halamish Street, Caesarea 3088900, Israel, Attention: General Counsel and Company Secretary together with a proof of ownership (‘Ishur Baalut’), as of the Record Date, issued by his or her broker, at least 48 hours prior to the time of the Meeting. Alternatively, such a shareholder may vote electronically via MAGNA, the electronic voting system of the ISA, up to six hours before the time fixed for the Meeting. You should receive instructions about electronic voting from your broker.

ADS Holders. Under the terms of the Deposit Agreement, the Depositary shall endeavor (insofar as is practicable and in accordance with the applicable law and the articles of association of the Company) to vote or cause to be voted the number of Ordinary Shares represented by ADSs in accordance with the instructions provided by the holders of ADSs to the Depositary. If no instructions are received by the Depositary from any holder of ADSs with respect to any of the Ordinary Shares represented by the ADSs evidenced by such holder’s receipts on or before the date established by the Depositary for such purpose, the Depositary will not exercise any discretion in voting the Ordinary Shares, except that, if a holder of our ADSs does not provide the Depositary with voting instructions for an agenda item in the Meeting in a timely manner, we may (but are not obligated) instruct the Depositary, if we reasonably do not know of any substantial opposition to such agenda item and the matter is not materially adverse to the interests of our shareholders, to treat the holder as giving a discretionary proxy to a person designated by us as to that matter. Holders of ADSs who wish to return voting instructions to the Depositary (or revoke or change such instructions if already provided) need to do so by communicating such voting instructions (or revocation or change thereto) to the Depositary in a timely manner and in accordance with the directions from the Depositary. For the sake of clarity, holders of ADSs will not be able to attend or vote directly at the Meeting. 

Holders through Banks, Brokers or other Nominees. If you hold your Ordinary Shares or ADSs in “street name” through a bank, broker or other nominee you should follow the instructions on the form you receive from your bank, broker or other nominee. If your Ordinary Shares are held in “street name” and you wish to vote such shares by attending the Meeting in person, you will need to obtain a proxy from your bank, broker or other nominee.

Q:     If my broker holds my Company Shares in “street name,” will my broker vote my shares for me?

A:     No. Your bank, broker or other nominee is permitted to vote the Company Shares on any proposal currently scheduled to be considered at the Meeting only if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee to vote the Company Shares. Without instructions, the Company Shares will not be voted on such proposals. However, under the terms of the Deposit Agreement, if no instructions are received by the Depositary from any holder of ADSs with respect to any of the Ordinary Shares represented by the ADSs evidenced by such holder’s receipts on or before the date established by the Depositary for such purpose, the Depositary will not exercise any discretion in voting the Ordinary Shares, except that, if a holder of our ADSs does not provide the Depositary with voting instructions for an agenda item in the Meeting in a timely manner, we may (but are not obligated) instruct the Depositary, if we reasonably do not know of any substantial opposition to such agenda item and the matter is not materially adverse to the interests of our shareholders, to treat the holder as giving a discretionary proxy to a person designated by us as to that matter.

Q:     Who will pay the costs of soliciting votes for the Meeting?

A:     We are making this solicitation and will pay the entire cost of preparing, printing, mailing and distributing the proxy materials and soliciting votes with respect to the Meeting. In addition to the mailing of the proxy materials, the solicitation of proxies may be made in person, by telephone or by electronic communication by certain of our directors, officers and other employees, who will not receive any additional compensation for such activities. We also reserve the right to engage a proxy solicitor.

Q:     May I change my vote after I have mailed my signed proxy card?

A:     Yes. You may change your vote or revoke your proxy at any time prior to the vote at the Meeting. If you are a shareholder of record, you may change your vote or revoke your proxy by filing with the Company, at least forty-eight (48) hours prior to the time of the Meeting, a written notice of revocation or duly executed proxy bearing a later date, or by voting in person at the Meeting. If a shareholder voted electronically via MAGNA, such shareholder may change or revoke its vote using the electronic voting system up to the time by which it may submit a vote using such system (i.e., up to six (6) hours prior to the time fixed for Meeting). Holders of ADSs who wish to change or revoke their voting instructions need to do so by communicating such revocation or change to the Depositary in a timely manner and in accordance with the directions from the Depositary.

Q:     What should I do if I have questions about the Meeting, the Merger or this document?

A:     If you have any questions about the Meeting, the Merger or this document, or if you need additional copies of this document or the enclosed proxy card, you should contact:

Attention: General Counsel and Company Secretary

Phone: +972-4-617700

Email: FNoa@itamar-medical.com

If your bank, broker or other nominee holds your Ordinary Shares or ADSs, you may also call your bank, broker or other nominee for additional information.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement, including information set forth or incorporated by reference in this document, contains forward-looking statements within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995 and other applicable securities laws. These forward-looking statements include, but are not limited to, statements about the expected completion of the proposed transaction and the timing thereof, the satisfaction or waiver of any conditions to the proposed transaction, anticipated benefits, growth opportunities and other events relating to the proposed transaction, projections about the Company’s business and its future revenues, expenses and profitability. Forward-looking statements may be, but are not necessarily, identified by the use of forward-looking terminology such as “may,” “anticipates,” “estimates,” “expects,” “intends,” “plans,” “believes,” and words and terms of similar substance. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual events, results, performance, circumstances or achievements to be materially different from those expressed or implied by such forward-looking statements. Factors that could cause actual events, results, performance, circumstances or achievements to differ from such forward-looking statements include, but are not limited to, the following:

Factors that may affect the future events, results, performance, circumstances or achievements of the Company also include, but are not limited to, the risks and factors disclosed in the Company’s filings with the U.S. Securities and Exchange Commission, including, but not limited to, risks and factors identified under such headings as “Risk Factors,” “Introduction” and “Operating and Financial Review and Prospects” in the Annual Report.

These forward-looking statements speak only as of the date on which the statements were made and we expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statement included in this Proxy Statement or elsewhere, except as required by applicable law.

In light of the significant uncertainties inherent in the forward-looking statements contained herein, readers should not place undue reliance on forward-looking statements. We cannot guarantee any future results, including with respect to the Merger. The statements made in this Proxy Statement represent the Company’s views as of the date of this Proxy Statement, and it should not be assumed that the statements made herein remain accurate as of any future date. Moreover, we assume no obligation to update forward-looking statements or update the reasons that actual results could differ materially from those anticipated in forward-looking statements, except as required by applicable law.

RISK FACTORS

In addition to the other information included in this Proxy Statement, including the matters addressed under the caption entitled “Cautionary Statement Regarding Forward-Looking Statements” on page 19, you should consider carefully the following risk factors in determining how to vote at the Meeting. The following is not intended to be an exhaustive list of the risks related to the Merger and you should read and consider the risk factors described under “Risk Factors,” in the Annual Report, as well as the other risk factors discussed from time to time by the Company in reports filed with, or furnished to, the SEC or the ISA, and which are incorporated by reference into this Proxy Statement.

Failure to complete the Merger could negatively impact our share price, business, financial condition, results of operations or prospects.

The Merger is subject to the satisfaction or waiver of certain closing conditions, including those described in the section of this Proxy Statement entitled “The Merger Agreement—Conditions to the Closing of the Merger” beginning on page 89, including, among others, that:

No assurance can be given that each of the conditions will be satisfied. In addition, the Merger Agreement may be terminated under the circumstances described in the section entitled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 90. If the conditions are not satisfied or waived in a timely manner and the Merger is delayed, payment of the Merger Consideration will also be delayed. If the Merger is not completed (including in the case the Merger Agreement is terminated), our ongoing business may be materially adversely affected.

 We also could be subject to litigation related to any failure to complete the Merger. If the Merger is not completed, these risks may materialize and may materially adversely affect the price of the Company Shares, our business, financial condition, results of operations or prospects.

Some of our directors and officers have interests that may differ from the interests of our shareholders, and these persons may have conflicts of interest in recommending to our shareholders to approve the Merger.

Some of the members of management and of the Board may have interests that differ from, or are in addition to, their interests as shareholders, which are described in the section of this Proxy Statement entitled “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 62. These interests could cause members of the Board or our management to have, or perceived to have, a conflict of interest in approving the Merger Proposal.

The fact that there is a Merger pending could harm our business and results of operations.

While the Merger is pending, we are subject to a number of risks that may harm our business and results of operations, including:

Our obligation to pay a termination fee under certain circumstances and the restrictions on our ability to solicit or engage in negotiations with respect to other acquisition proposals may discourage other transactions that may be favorable to our shareholders.

Until the Merger is completed or the Merger Agreement is terminated, with limited exceptions, the Merger Agreement prohibits us from entering into, soliciting or engaging in negotiations with respect to acquisition proposals or other business combinations. If the Company terminates the Merger Agreement prior to the receipt of the approval of the Merger by the Company’s shareholders and the Company enters into an alternative transaction agreement with respect to an alternative acquisition proposal, the Company is required to pay to Parent a termination fee of $18,847,360 in cash. This could discourage other companies from proposing alternative transactions that may be more favorable to our shareholders than the Merger.

If the Merger is not consummated by the Outside Date, either we or Parent may, under certain circumstances that may be beyond our control, choose not to proceed with the Merger.

The Merger is subject to the satisfaction or waiver of certain closing conditions described in the section entitled “The Merger Agreement—Conditions to the Closing of the Merger” beginning on page 89 and set forth in the Merger Agreement. The fulfillment of certain of these conditions is beyond our control, such as the receipt of our shareholders’ approval of the Merger, and the expiration or termination of the waiting period under the HSR Act. If the Merger has not been completed by the Outside Date, either the Company or Parent may terminate the Merger Agreement, except that the right to terminate the Merger Agreement in this circumstance will not available to a party whose failure to perform fully its obligations under the Merger Agreement materially contributed to or caused the failure of the Merger to occur on or before such date and such action or failure constitutes a breach of the Merger Agreement. For more information about the Outside Date, please see the section entitled “The Merger Agreement—Termination of the Merger Agreement.”

Shareholders could file lawsuits in the future challenging the Merger, which may delay or prevent the Closing, incur substantial defense or settlement costs, or otherwise adversely affect the Company.

As of the date of this Proxy Statement, there are no pending lawsuits challenging the Merger. However, potential plaintiffs may file lawsuits challenging the Merger. The outcome of any future litigation is uncertain. Such litigation, if not resolved, could prevent or delay completion of the Merger and result in substantial costs to the Company, including any costs associated with the indemnification of directors and officers. One of the conditions to the Closing of the Merger is the absence of any provision of applicable law or grant by any governmental entity that has the effect of restraining, enjoining, prohibiting or otherwise making illegal the consummation of the Merger or any of the other Transactions. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the Merger on the agreed-upon terms, then such injunction may prevent the Merger from being completed, or from being completed within the expected timeframe. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Merger is completed may adversely affect the Company’s business, financial condition, results of operations and cash flows.

SPECIAL AND 2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS

Date, Time and Place

The Company will hold the Meeting on November 16, 2021 at 1:00 PM (Israel time) (6:00 AM Eastern time), at the Company’s offices at 5 Tarshish Street, Caesarea 3079821, Israel. However, in light of the outbreak of the coronavirus (COVID-19) pandemic, the Company reserves the option to convert the Meeting from a physical meeting to a virtual meeting at a later date. In such event, the Company will issue a press release and/or furnish a Form 6-K or other document to the SEC and ISA prior to the date of the Meeting outlining the manner in which shareholders may attend the virtual Meeting.

Purpose of the Special and 2021 Annual General Meeting

At the Meeting, the Company will ask shareholders to vote on:

(1) the Merger Proposal;

(2) the Adjournment Proposal;

(3) the Director Proposal;

(4) the Compensation Policy Proposal;

(5) the CEO Salary Proposal; and

(6) the Auditor Proposal.

In addition to the above resolutions, at the Meeting the Company will present and discuss the Company’s consolidated financial statements for the year ended December 31, 2020.

Recommendation of the Board

The Board, after considering various factors described under the caption “The Merger—Reasons for the Merger and Recommendation of the Board,” has unanimously (i) determined that the Merger Agreement and the Transactions, including the Merger, are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors; and (ii) approved the Merger, the execution of the Merger Agreement and the consummation of the Transactions.

The Board unanimously recommends that you vote (1) “FOR” the Merger Proposal; (2) “FOR” the Adjournment Proposal; (3) “FOR” the Director Proposal; (4) “FOR” the Compensation Policy Proposal; (5) “FOR” the CEO Salary Proposal; and (6) “FOR” the Auditor Proposal.

Record Date; Shares Entitled to Vote; Quorum

Only shareholders of record as of the Record Date are entitled to notice of the Meeting and to vote at the Meeting.

As of October 6, 2021, there were 492,628,273 Ordinary Shares outstanding.

The presence at the Meeting, in person or represented by proxy or by voting instruction form, of at least two (2) shareholders holding at least 33 1/3% of the total voting rights in the Company as of the Record Date will constitute a quorum for the transaction of business at the Meeting.

If at an adjourned Meeting (if any) a quorum is not present within half an hour from the time appointed for holding the adjourned Meeting, any two (2) shareholders present in person or by proxy who hold or represent, in the aggregate, at least 10% of Ordinary Shares issued and outstanding as of the Record Date, shall constitute a quorum.

Vote Required; Abstentions

The Merger Proposal

Provided that a quorum is present, the approval of the Merger Proposal will require the affirmative vote of a majority of the Ordinary Shares present, in person, by proxy or by electronic voting, at the Meeting (or any adjournment or postponement thereof), excluding abstentions and any Ordinary Shares that are held by Merger Sub, Parent or any other Parent Affiliate.

The Companies Law requires that each shareholder voting on Item 1 (the Merger Proposal) indicate whether or not the shareholder is a Parent Affiliate. While it is unlikely that any of the Company’s public shareholders is a Parent Affiliate, the enclosed proxy card includes a box you must mark to confirm whether or not you are a Parent Affiliate. If you do not mark a box, your vote in respect of Item 1 (the Merger Proposal) will not be counted. If you are unable to make this confirmation, please contact the Company’s General Counsel and Company Secretary at +972-4-617700 or FNoa@itamar-medical.com for instructions on how to vote your Ordinary Shares and indicate whether or not you are a Parent Affiliate or, if you hold your ADSs in “street name,” you may also contact the representative managing your account, who would then contact us on your behalf. Shareholders who hold their shares through banks, brokers or other nominees that are members of the TASE should indicate whether or not they are a Parent Affiliate on the form of voting card that we have filed via MAGNA (if voting manually) or on the electronic voting form (if voting electronically via MAGNA).

The Other Proposals on the Agenda of the Meeting

The approval of each of the remaining proposals on the agenda of the Meeting, i.e., Items 2-6, requires the affirmative vote of a majority of the Ordinary Shares present, in person, by proxy or by electronic voting, at the Meeting (or any adjournment or postponement thereof), excluding abstentions; provided that with respect to Item 4 (the Compensation Policy Proposal) and Item 5 (the CEO Salary Proposal), either (i) the shares voted in favor of such resolution include a majority of the Ordinary Shares voted by shareholders who are not “controlling shareholders” and do not have a “personal interest” in such matter (as such terms are defined in the ICL) or (ii) that the total number of shares voted by the shareholders described in clause (i) against such resolutions do not exceed two percent (2%) of the aggregate voting rights in the Company.

Under the Companies Law, a “personal interest” of a shareholder (i) includes a personal interest of any members of the shareholder’s family (i.e., a shareholder’s spouse, sibling, parent, grandparent or descendant and the spouse’s sibling, parent or descendant, and the spouse of each of the foregoing persons) or a personal interest of an entity with respect to which the shareholder (or such family member) serves as a director or chief executive officer, owns at least 5% of its outstanding share capital or voting power or has the right to appoint a director or chief executive officer and (ii) excludes an interest arising solely from the ownership of the Company Shares.

As of the date hereof, the Company does not have a controlling shareholder within the meaning of the Companies Law. However, (i) all of our directors and officers are deemed to have a personal interest in Item 4 (the Compensation Policy Proposal) and (ii) Mr. Glick is deemed to have a personal interest in Item 5 (the CEO Salary Proposal).

The Companies Law requires that each shareholder voting on Item 4 (the Compensation Policy Proposal) and Item 5 (the CEO Salary Proposal) indicate whether or not the shareholder is a controlling shareholder or has such a personal interest in the proposed resolution. While it is unlikely that any of the Company’s public shareholders has a personal interest in Item 4 (the Compensation Policy Proposal) or Item 5 (the CEO Salary Proposal), the enclosed proxy card includes a box you must mark to confirm whether or not you are a controlling shareholder or have a personal interest in Item 4 or 5. If you do not mark a box, your vote will not be counted in respect of Item 4 (the Compensation Policy Proposal) and Item 5 (the CEO Salary Proposal). If you are unable to make this confirmation, please contact the Company’s General Counsel and Company Secretary at +972-4-617700 or FNoa@itamar-medical.com for instructions on how to vote your Ordinary Shares and indicate whether or not you are a controlling shareholder or have a personal interest or, if you hold your ADSs in “street name,” you may also contact the representative managing your account, who would then contact us on your behalf. Shareholders who hold their shares through banks, brokers or other nominees that are members of the TASE should indicate whether or not they are a controlling shareholder or have a personal interest in Proposal 4 (the Compensation Policy Proposal) or Proposal 5 (the CEO Salary Proposal) on the form of voting card that we have filed via MAGNA (if voting manually) or on the electronic voting form (if voting electronically via MAGNA).

The Merger Proposal is Not Contingent on the Approval of the Other Proposals

Itamar cannot complete the Merger unless its shareholders approve the Merger Proposal (Proposal 1). However, the completion of the Merger is not contingent on the approval of Proposals 2, 3, 4, 5 or 6.

Security Ownership by Certain Beneficial Owners and Management

As of October 6, 2021, the executive officers and directors of the Company beneficially owned (directly or via ADSs) an aggregate of 49,487,255 Ordinary Shares, or 9.7% of the outstanding Ordinary Shares. For beneficial ownership of Ordinary Shares by the Company’s directors and executive officers, including how beneficial ownership was calculated, see “Security Ownership by Certain Beneficial Owners and Management” beginning on page 94.

Voting of Proxies; Revocability of Proxies

A form of proxy for use at the Meeting and a return envelope for the proxy are enclosed. If a shareholder’s Ordinary Shares are held via the Company’s Israeli registrar for trading on the TASE, he or she should deliver (via registered mail or courier) his or her completed proxy (or voting instruction card) to the offices of the Company at 9 Halamish Street, Caesarea 3088900, Israel, Attention: General Counsel and Company Secretary together with a proof of ownership (‘Ishur Baalut’), as of the Record Date, issued by his or her broker, at least 48 hours prior to the time of the Meeting. Alternatively, such a shareholder may vote electronically via MAGNA, the electronic voting system of the ISA, up to six (6) hours before the time fixed for the Meeting. You should receive instructions about electronic voting from your broker.

Shareholders may revoke the authority granted by their execution of proxies before the effective exercise thereof by filing with the Company, at least forty-eight (48) hours prior to the time of the Meeting, a written notice of revocation or duly executed proxy bearing a later date, or by voting in person at the Meeting. However, if a shareholder attends the Meeting and does not elect to vote in person, his or her proxy will not be revoked. If a shareholder voted electronically via MAGNA, such shareholder may change or revoke its vote using the electronic voting system up to the time by which it may submit a vote using such system (i.e., up to six hours prior to the time fixed for Meeting).

Unless otherwise indicated on the form of proxy, if a proxy is properly executed and received by the Company prior to the Meeting, the Ordinary Shares represented by the proxy will be voted in favor of all the matters to be presented to the Meeting, as described above. If a shareholder on the form of proxy makes a specification, the Ordinary Shares represented thereby will be voted in accordance with such specification. On all matters considered at the Meeting, abstentions of a holder of Ordinary Shares will be treated as neither a vote “for” or “against” the matter, although they will be counted in determining if a quorum is present.

Under the terms of the Deposit Agreement, the Depositary shall endeavor (insofar as is practicable and in accordance with the applicable law and the Articles of Association of the Company) to vote or cause to be voted the number of Ordinary Shares represented by ADSs in accordance with the instructions provided by the holders of ADSs to the Depositary. If no instructions are received by the Depositary from any holder of ADSs with respect to any of the Ordinary Shares represented by the ADSs evidenced by such holder’s receipts on or before the date established by the Depositary for such purpose, the Depositary will not exercise any discretion in voting the Company Shares, except that, if a holder of the ADSs does not provide the Depositary with voting instructions for an agenda item in the Meeting in a timely manner, we may (but are not obligated) instruct the Depositary, if we reasonably do not know of any substantial opposition to such agenda item and the matter is not materially adverse to the interests of the Company’s shareholders, to treat the holder as giving a discretionary proxy to a person designated by us as to that matter. Holders of ADSs who wish to return voting instructions to the Depositary (or revoke or change such instructions if already provided) need to do so by communicating such voting instructions (or revocation or change thereto) to the Depositary in a timely manner and in accordance with the directions from the Depositary. For the sake of clarity, holders of ADSs will not be able to attend or vote directly at the Meeting.

Solicitation of Proxies

The expense of soliciting proxies will be borne by the Company. In addition, the Company may reimburse banks, brokers and other nominees representing beneficial owners of Company Shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by the Company’s directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. The Company also reserves the right to engage a proxy solicitor. No additional compensation will be paid for such services.

Adjournments or Postponements

If within half an hour from the time scheduled for the Meeting a quorum is not present, the Meeting will stand adjourned for one (1) week, to November 23, 2021, at the same hour and place, without any notification to shareholders, unless another time or place is determined by the Board in a notice to our shareholders. At the adjourned Meeting, we may transact any items of business that might have been transacted at the Meeting.

Under the terms of the Merger Agreement, the Meeting cannot be adjourned, postponed, delayed or cancelled without the prior written consent of Parent, other than in the event (a) of failure to constitute a quorum at the Meeting, (b) that the Company has not received proxies representing a sufficient number of Company Shares to obtain the required approval of the Merger Proposal, (c) that such adjournment is required by applicable law or at the request of the SEC, ISA, Nasdaq or TASE or (d) that, in the good-faith judgement of the Board (after consultation with its outside legal advisors), the failure to adjourn would be reasonably likely to not allow sufficient time under applicable law for distribution or dissemination of any required supplement or amendment to this Proxy Statement.

Questions and Additional Information

If you have any questions concerning the Merger, the Meeting or the accompanying Proxy Statement, would like additional copies of the accompanying Proxy Statement or need help voting the Company Shares, please contact the Company’s General Counsel and Company Secretary at +972-4-617700 or FNoa@itamar-medical.com.

PROPOSAL 1
APPROVAL OF THE MERGER PROPOSAL

(Item 1 on the Proxy Card)

Background

We are asking you to approve the acquisition of the Company by Parent, including the approval of: (i) the Merger Agreement; (ii) the Merger; (iii) the consideration of $1.0333333 in cash, without interest and subject to applicable withholding taxes, to be received for each Ordinary Share, including with respect to the Ordinary Shares underlying the ADSs, owned as of immediately prior to the Effective Time; (iv) the cancellation of each outstanding option to purchase Ordinary Shares or ADSs (including those granted to the Company’s directors and officers) in exchange for the right to receive a cash payment, in accordance with the Merger Agreement; (v) the cancellation of each outstanding RSU (including those granted to the Company’s directors and officers) in exchange for the right to receive a cash payment, in accordance with the Merger Agreement; and (vi) all other transactions and arrangements contemplated by the Merger Agreement.

For a summary of and detailed information regarding this proposal, see the information about the Merger Proposal, the Merger Agreement and the Merger throughout this Proxy Statement, including the information set forth in the sections entitled “The Merger” beginning on page 39 of this Proxy Statement and “The Merger Agreement” beginning on page 73 of this Proxy Statement. A copy of the Merger Agreement is attached to this Proxy Statement as Annex A. You are urged to read the Merger Agreement carefully in its entirety.

The Proposed Resolution

It is proposed that at the Meeting, the following resolution be adopted:

“RESOLVED, to approve the acquisition of Itamar by ZOLL Medical Corporation (“Parent”), including the approval of: (i) the Agreement and Plan of Merger, dated September 13, 2021 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Parent, Zeus Merger Sub Ltd., an Israeli company and a wholly owned subsidiary of Parent (“Merger Sub”) and, solely for the limited purposes set forth therein, Asahi Kasei Corporation (“Guarantor”); (ii) the merger of Merger Sub with and into the Company in accordance with Sections 314-327 of the Israeli Companies Law, 5759-1999 (the “ICL”), following which Merger Sub will cease to exist as a separate legal entity and the Company will become a wholly owned subsidiary of Parent (the “Merger”); (iii) the consideration of $1.0333333 in cash, without interest and subject to applicable withholding taxes, to be received for each ordinary share, par value NIS 0.01 per share, of the Company (the “Ordinary Shares”), including with respect to the Ordinary Shares underlying the Company’s American Depositary Shares, each representing thirty (30) Ordinary Shares (“ADSs”), owned as of immediately prior to the effective time of the Merger; (iv) the cancellation of each outstanding option to purchase Ordinary Shares or ADSs (including those granted to the Company’s directors and officers) in exchange for the right to receive a cash payment, in accordance with the Merger Agreement; (v) the cancellation of each outstanding restricted share unit (including those granted to the Company’s directors and officers) in exchange for the right to receive a cash payment, in accordance with the Merger Agreement; and (vi) all other transactions and arrangements contemplated by the Merger Agreement.”

Required Vote

The approval of this matter will require the affirmative vote of a majority of the Ordinary Shares present, in person, by proxy or by electronic voting, at the Meeting (or any adjournment or postponement thereof), excluding abstentions and any Ordinary Shares that are held by Merger Sub, Parent or any other Parent Affiliate.

The Companies Law requires that each shareholder voting on this matter indicate whether or not the shareholder is a Parent Affiliate. While it is unlikely that any of the Company’s public shareholders is a Parent Affiliate, the enclosed proxy card includes a box you must mark to confirm whether or not you are a Parent Affiliate. If you do not mark a box in respect of Item 1 (the Merger Proposal), your vote will not be counted towards or against either the ordinary majority or the special tally required for approval of the Merger Proposal. If you are unable to make this confirmation, please contact the Company’s General Counsel and Company Secretary at +972-4-617700 or FNoa@itamar-medical.com for instructions on how to vote your Ordinary Shares and indicate whether or not you are a Parent Affiliate or, if you hold your ADSs in “street name,” you may also contact the representative managing your account, who would then contact us on your behalf. Shareholders who hold their shares through banks, brokers or other nominees that are members of the TASE should indicate whether or not they are a Parent Affiliate on the form of voting card that we have filed via MAGNA (if voting manually) or on the electronic voting form (if voting electronically via MAGNA).

The Board unanimously recommends that you vote “FOR” this proposal.

PROPOSAL 2
ADJOURNMENT OF THE MEETING

(Item 2 on the Proxy Card)

Background

We are asking you to approve a proposal to adjourn the Meeting to a later date or dates if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Meeting (to which we also refer as the Adjournment Proposal). If shareholders approve the Adjournment Proposal, we could decide to adjourn the Meeting and any adjourned session of the Meeting and use the additional time to solicit additional proxies, including proxies from shareholders that have previously returned properly executed proxies voting against approval of the Merger Proposal. Among other things, approval of the Adjournment Proposal could mean that, even if we had received proxies representing a sufficient number of votes against approval of the Merger Proposal such that the Merger Proposal would be defeated and a quorum is present, we could adjourn the Meeting without a vote on the approval of the Merger Proposal and seek to convince the holders of those shares to change their votes to votes in favor of approval of the Merger Proposal. If the Adjournment Proposal is approved and a quorum is present, the chairman of the Meeting may recess and/or adjourn the Meeting to a later time or date pursuant to the articles of association or the Company.

Notwithstanding the foregoing, under the Merger Agreement, the Company may not adjourn, postpone or delay the Meeting without the prior consent of Parent, except that it may do so if and to the extent that: (i) there are holders of an insufficient number of Company Shares present or represented by a proxy at the Meeting to constitute a quorum; (ii) the Company has not received proxies representing a sufficient number of Company Shares to obtain the Company’s shareholder approval; (iii) such adjournment, postponement or delay is required by applicable law or a request from the SEC, the ISA, Nasdaq or the TASE; or (iv) in the good-faith judgment of the Board (after consultation with its outside legal advisors), the failure to adjourn, postpone or delay the Meeting would be reasonably likely to not allow sufficient time under applicable laws for the distribution or dissemination of any required or appropriate supplement or amendment to the Proxy Statement.

The Proposed Resolution

It is proposed that at the Meeting, the following resolution be adopted:

“RESOLVED, to approve to adjourn the Meeting to a later date or dates if the Board of Directors of the Company deems necessary or appropriate, including to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Meeting, as detailed in Item 2 of the Company’s Proxy Statement for the Special and 2021 Annual General Meeting.”

Required Vote

The approval of this matter will require the affirmative vote of a majority of the Ordinary Shares present, in person, by proxy or by electronic voting, at the Meeting (or any adjournment or postponement thereof), excluding abstentions.

The Board unanimously recommends that you vote “FOR” this proposal.

PROPOSAL 3
ELECTION OF DIRECTORS

(Item 3 on the Proxy Card)

Background

Our directors, other than the external directors (see below), are elected at each annual meeting of shareholders. We are presenting six nominees for election as directors at the Meeting, all such nominees being current members of the Board. If elected, each of the nominees will hold office until the next annual general meeting, unless his or her office is vacated earlier pursuant to the provisions of the Company’s Articles of Association or applicable law.

Subject to the election of the proposed nominees in this Proposal 3, the size of the Board will be eight (8) directors (including the two (2) external directors).

Consistent with Nasdaq Marketplace Rules, or the Nasdaq rules, these nominees were approved by a majority of the independent directors, within the meaning of applicable Nasdaq rules. The Board has determined that each of the nominees is independent within the meaning of applicable Nasdaq rules. The Board has also determined, following confirmation of the Audit Committee of the Board (the “Audit Committee”), to classify Mr. Ilan Biran as an “independent director” within the meaning of the Companies Law.

The nominees, their present principal occupation or employment, the year in which each first became a director of Itamar and a brief biography are set forth below. For details about beneficial ownership of Company Shares held by any of these nominees, see the section of this Proxy Statement below entitled “Security Ownership of Certain Beneficial Owners and Directors and Officers.” Such information is based upon the records of the Company and information furnished to it by the nominees.

If elected, the nominees shall be eligible for the compensation (including indemnity and insurance) described below under the caption “Executive Compensation.”

Giora Yaron, PhD, is a co-founder of our Company and has served as Chairman of the Board since 2016. Between 1997 and 2016, Dr. Yaron served as Co-Chairman of the Board. Dr. Yaron also serves as a member of the board of directors of Amdocs Limited (NASDAQ:DOX), a board member of Excelero (ExpressIO), a provider of ultra-fast block storage solutions and serves as a member on the board of directors of Equalum, a provider of a real-time Data Beaming for Big Data Analytics. Dr. Yaron co-founded several privately-held technology companies, sold to multinational corporations, including, P-cube, Pentacom, Qumranet, Exanet, Comsys and Hyperwise Security. Dr. Yaron is an active seed investor in Great People, SpeedDB, Salto, Vulcan Security, CyberPion and AgronSec. From 2010 until December 2018, Dr. Yaron served as Chairman of the Executive Council of Tel Aviv University. He also served as Chairman of Ramot, the Tel Aviv University technology transfer company from 2010 until 2015. In 2009, Dr. Yaron also co-founded Qwilt, Inc., a privately held video technology provider and serves on its board of directors. Between 1996 and 2006, Dr. Yaron served as a member of the board of directors of Mercury Interactive, a publicly traded IT optimization software provider, acquired by Hewlett-Packard, including as its Chairman of the board of directors between 2004 and 2006. Between 1992 and 1995, Dr. Yaron served as President of Indigo NV. Prior to joining Indigo, Dr. Yaron served as Corporate Vice President of National Semiconductor. Dr. Yaron has previously served on the advisory board of Rafael Advanced Defense Systems, Ltd., a developer of high-tech defense systems, and on the advisory board of the Israeli Ministry of Defense. Dr. Yaron holds a PhD in device physics, and a Bachelor’s degree in physics and mathematics from the Hebrew University of Jerusalem.

Ilan Biran has served as a director on the Board since 2013. Mr. Biran serves as the chairman of the board of Melodia Ltd, Mr. Biran serves as a director of CAL - Israel Credit Cards Ltd. Mr. Biran has previously served as the chairman of the board of Rafael - Advanced Defense Systems Ltd. and D.B.S. Satellite Services (1998) Ltd., and as an external director on the board of directors of Israel Discount Bank Ltd and as a director of Bezeq - The Israel Communications Company Ltd. Mr. Biran served in the Israel Defense Forces for thirty-five (35) years, most notably as the former General Director of the Ministry of Defense, and in various staff and command positions, including commanding general, central command, head of the technology and logistics branch, and head of the operations division at the general staff. Mr. Biran received an honorary degree from the Technion Israel Institute of Technology in 2013. Mr. Biran holds an Associate Diploma in Strategy and Political Economic Research from Georgetown University and the U.S. Marine Corps Command and Staff College. Mr. Biran also holds a B.A. in Economics and Business Administration from Bar Ilan University and an honorary doctorate from the Technion Israel Institute of Technology.

Christopher M. Cleary has served as a director on the Board since 2017. Since 2014, Mr. Cleary has served as the Senior Vice President of Corporate Development for Medtronic plc. Prior to 2014, Mr. Cleary was the CEO for Alesia Capital Services LLC, providing advisory and financial analysis services to Fortune 500 companies, including Medtronic. Prior to that, Mr. Cleary served in a multitude of managerial roles at GE Capital. Mr. Cleary holds a B.A. from Colorado College.

Scott P. Serota has served has served a director on the Board since January 2021. Prior to that, Mr. Serota served for two (2) decades as president and CEO of the Blue Cross Blue Shield Association (BCBSA). Prior to being named president and CEO of BCBSA in 2000, he served four (4) years as a senior executive including two (2) years as Chief Operating Officer and earlier as vice president for system development responsible for new business strategy and the BCBS Technology Evaluation Center. Prior to joining BCBSA, Mr. Serota was president and CEO of Chicago-based Rush Prudential Health Plans. Mr. Serota is a founding member of the National Business Group on Health’s Institute on Healthcare Costs and Solutions, a board member of Brain Research Foundation, and an advisory board member of Paragon Biosciences. Notably, Mr. Serota was appointed by President George W. Bush to the Policy Committee of the White House Conference on Aging, where he advised the Administration and Congress on policies, programs and services affecting the nation’s older citizens. During the George W. Bush administration, Mr. Serota also served as chairman of the Subcommittee on Health. Mr. Serota holds an M.A. in health administration and planning from the Washington University School of Medicine and a B.A. in Biology from Purdue University. He also holds an honorary Doctorate of Science from Purdue University.

Brad Fluegel has served as a director on the Board since May 2021. Between 2012 and 2018, Mr. Fluegel served in various positions at Walgreen Co., including as Senior Vice President, Chief Healthcare Commercial Market Development Officer and as Chief Strategy and Business Development Officer. Prior to joining Walgreen, he has served as executive in residence at Health Evolution Partners between 2011 and 2012, as Executive Vice President and Chief Strategy and External Affairs Officer of Wellpoint (now Anthem) between 2007 and 2010, as Senior Vice President of National Accounts and Vice President, Enterprise Strategy at Aetna, Inc. between 2005 and 2007, as Chief Executive Officer of Reden & Anders (Optum Consulting), and as health sector leader at Tillinghast-Towers Perrin between 1995 and 2005. Mr. Fluegel currently serves on the board of directors of Metropolitan Jewish Health System in New York City, Performant Financial Corporation, Premera Blue Cross, DTOC and AdhereHealth. He served on the boards of Fitbit and Alight Solutions until their sales in 2021. He also advises several health care companies and private equity firms and serves as a lecturer at the University of Pennsylvania’s Wharton School of Business. Mr. Fluegel holds an M.A. in public policy from Harvard University and a B.A. in business administration from the University of Washington.

Marga Ortigas-Wedekind has served as a director on the Board since August 2021. Since 2019, Ms. Ortigas-Wedekind has served as the Chief Commercial Strategy Officer of Fogarty Innovation, a nonprofit incubator in the medical technology space. Between 2015 and 2019, she served as EVP, Marketing and Payer Relations of iRhythm Technologies, Inc., a publicly traded digital health care solutions company focused on the advancement of cardiac care. Prior thereto, Ms. Ortigas-Wedekind served in various leadership roles in commercial and strategic marketing, including as EVP, Global Marketing and Product Development for Omnicell Inc. between 2009 and 2015, SVP, Marketing, Development, and Clinical Affairs for Xoft, Inc. (now iCAD) between 2002 and 2008, and VP, Sales and Marketing for Pro-Duct Health, Inc. (now Hologic) between 2000 and 2001. She also currently serves on the board of directors of Heartbeam Inc, an early-stage digital health company and for Total Flow Cannula, a seed-stage medical device company. She is on the Advisory Committee of Launchpad Digital Health, a venture capital firm, and is a member of HealthTech Capital, an angel investment group. Ms. Ortigas-Wedekind holds an M.A. in international business and marketing from the Stanford Graduate School of Business and a B.A. in political economy from Wellesley College.

We are not aware of any reason why any of the nominees, if elected, would be unable or unwilling to serve as a director. In the event such nominees should be unable to serve, the proxies will be voted for the election of such other person or persons as shall be determined by the persons named in the proxy in accordance with their best judgment. Except to the extent described herein, we do not have any understanding or agreement with respect to the future election of any of the nominees named.

The Proposed Resolutions

It is proposed that at the Meeting, the following resolutions be adopted (separately with respect to each nominee):

“RESOLVED, that Dr. Giora Yaron be elected to serve as a member of the Board of the Company until the next annual general meeting of the Company, effective immediately.”

“RESOLVED, that Mr. Ilan Biran be elected to serve as a member of the Board of the Company until the next annual general meeting of the Company, effective immediately.”

“RESOLVED, that Mr. Christopher M. Cleary be elected to serve as a member of the Board of the Company until the next annual general meeting of the Company, effective immediately.”

“RESOLVED, that Mr. Scott P. Serota be elected to serve as a member of the Board of the Company until the next annual general meeting of the Company, effective immediately.”

“RESOLVED, that Mr. Brad Fluegel be elected to serve as a member of the Board of the Company until the next annual general meeting of the Company, effective immediately.”

“RESOLVED, that Ms. Marga Ortigas-Wedekind be elected to serve as a member of the Board of the Company until the next annual general meeting of the Company, effective immediately.”

Required Vote

The affirmative vote of the holders of a majority of the Ordinary Shares present, in person, by proxy or by electronic voting, at the Meeting (or any adjournment or postponement thereof), excluding abstentions, is required for the approval of the election of each nominee.

The Board recommends a vote FOR the approval of each of the proposed nominees.

External Directors Continuing in Office

Ms. Yaffa Krindel Sieradzki and Ms. Zipora (Tzipi) Ozer-Armon, who were reelected as external directors in May 2019 for a three (3)-year term, continue to serve the Company as external directors. A brief biography of each of these directors follows.

Yaffa Krindel Sieradzki, 67, has served as an external director on the Board since 2016. Ms. Krindel also serves as a director of Sol-Gel Technologies Ltd. (Nasdaq: SLGL), a pharmaceutical company, BGN Technologies Ltd., the technology transfer company of Ben Gurion University, and two (2) medical device start-up companies and has served on the boards of directors of numerous companies publicly traded on Nasdaq. Between 1997 and 2007, Ms. Krindel served as Partner and Managing Partner of Star Ventures, a private venture capital fund headquartered in Munich, Germany. Between 1993 and 1997, Ms. Krindel served as CFO and later as director of BreezeCOM Ltd., an Israeli telecommunications company, which was traded on Nasdaq and the TASE. Between 1992 and 1996, Ms. Krindel served as CFO and VP Finance of Lannet Data Communications Ltd., an Israeli telecommunications company, publicly traded on Nasdaq which is now part of Avaya Inc. Ms. Krindel also served on the board of directors of Fundtech Ltd., which was traded on Nasdaq until its acquisition by GTCR, Voltaire Ltd. until its acquisition by Mellanox Technologies Ltd. and Syneron Medical until its acquisition by Apax. Ms. Krindel holds an M.B.A. degree from Tel Aviv University and a B.A. in Economics and Japanese Studies from the Hebrew University of Jerusalem.

Zipora (Tzipi) Ozer-Armon, 55, has served as an external director on the Board since 2016. She currently serves as the Chief Executive Officer of Lumenis, a position she has held since joining Lumenis in May 2012. During her tenure, Ms. Ozer-Armon led Lumenis through a comprehensive growth and profitability turnaround, as well as an IPO on the NASDAQ (2014) and a successful acquisition process (2015). Before joining Lumenis, Ms. Ozer- Armon headed the Japanese market activities of Teva Pharmaceutical Industries Ltd. (Nasdaq: TEVA), a business with a turnover of more than $800M. Prior to that, Ms. Ozer-Armon served as Senior Vice President of Sales and Marketing at SanDisk (Nasdaq: SNDK), holding multi-billion dollars sales responsibility. She also served as VP & General Manager of MSystems (Nasdaq: FLSH), and as VP of Corporate Development at Comverse (Nasdaq: CMVT). Ms. Ozer-Armon’s career also includes four (4) years at ATKearney, a global management consulting company based in London, UK. Ms. Ozer-Armon holds a B.A. magna cum laude in Economics and an MBA in Finance and Marketing from Tel Aviv University, and is an AMP graduate of the Harvard Business School.

Executive Compensation

Aggregate Executive Compensation

Our objective is to attract, motivate and retain highly skilled personnel who will assist the Company in reaching its business objectives, performance and the creation of shareholder value and otherwise contribute to its long-term success. In March 2020, the Company’s shareholders approved the Company’s amended policy governing the compensation of office holders as required under the Companies Law, or the Company’s compensation policy (the “Compensation Policy”). The Compensation Policy was designed to correlate executive compensation with the Company’s objectives and goals and otherwise embrace a performance culture that is based on merit, and differentiates and rewards excellent performance in the long term.

For additional information about the aggregate compensation payable to the Company’s directors and executive officers, see Item 6B of our Annual Report under “Aggregate Executive Compensation”, which is incorporated herein by reference.

Individual Compensation of Covered Executives

For information about the compensation payable to the five (5) most highly compensated “office holders” during or with respect to the year ended December 31, 2020, see Item 6B of our Annual Report under “Individual Compensation of Covered Executives” and “Executive Officer Employment and Consultancy Agreements,” which are incorporated herein by reference, as well as Proposal 5 below.

Directors Remuneration

All of the Company’s directors are entitled to reimbursement of expenses. In addition, other than Mr. Cleary (who is entitled only to reimbursement of expenses), the Company’s directors, including external directors, receive the following compensation:

It should be noted that Mr. Serota is also eligible for annual consulting fees, payable in four equal instalments, in the amount of $25,000 annually, under a consulting agreement entered into prior to his appointment as a member of the Board. Pursuant to this consulting agreement, Mr. Serota was also granted 281,778 Company RSUs.

Consistent with the Compensation Policy and as further approved by our shareholders, we also grant 110,000 service options to each of our non-employee directors for each year of service (or, in the case of external directors, 330,000 service options to each of our two (2) external directors which are divided into three (3) equal portions). For additional details regarding the stock options granted to non-employee directors, including acceleration of vesting upon certain change of control events, see (i) Item 6B of our Annual Report under “Directors Remuneration” and Note 15 to our audited consolidated financial statements included in our Annual Report and (ii) the section entitled “Interests of the Company’s Directors and Executive Officers in the Merger” elsewhere in this Proxy Statement.

Other than the foregoing fees, reimbursement for expenses and the award of equity-based compensation, we do not compensate our directors for serving on the Board.

Indemnification and Insurance

We have entered into agreements with each of our current directors and executive officers to indemnify them to the fullest extent permitted by law, subject to limited exceptions. The maximum aggregate amount of indemnification that we may pay to our directors and executive officers based on such indemnification agreements is, generally, NIS 15.0 million (equivalent to approximately $4.6 million) (linked to the Israeli CPI) for all office holders.

We also currently maintain directors’ and officers’ liability insurance with an aggregate coverage limit of $25 million, with a Side A coverage of an additional $5 million, for an annual premium of approximately $1.7 million.

PROPOSAL 4
AMENDMENTS TO COMPENSATION POLICY

(Item 4 on the Proxy Card)

Background

Under the Companies Law, companies incorporated under the laws of Israel whose shares are listed for trading on a stock exchange or have been offered to the public in or outside of Israel, such as Itamar, are required to adopt a policy governing the compensation of “office holders”. The Companies Law defines the term “office holder” of a company to include a director as well as the chief executive officer (referred to in the Companies Law as the “general manger”), the chief business manager, deputy general manager, vice general manager, any other person assuming the responsibilities of any of these positions regardless of such person’s title and any other manager directly subordinate to the chief executive officer. In general, all office holders’ terms of compensation—including fixed remuneration, bonuses, equity compensation, retirement or termination payments, indemnification, liability insurance and the grant of an exemption from liability—must comply with the Company’s compensation policy, once adopted by the shareholders.

Pursuant to the Companies Law, the compensation policy must comply with specified criteria and guidelines and, in general, be adopted following consideration of, among others, the following factors: (i) promoting the Company’s objectives, business plan and long-term policy; (ii) creating appropriate incentives for the Company’s office holders, considering, among others, the Company’s risk management policy; (iii) the Company’s size and nature of operations; and (iv) with respect to variable elements of compensation (such as bonuses), the office holder’s contribution to achieving corporate objectives and increasing profits, with a long-term view and in accordance with his or her role.

Such compensation policy is required to be approved by the Board, following the recommendation of the Compensation Committee of the Board (the “Compensation Committee”), and the shareholders, in that order, and if the term of the compensation policy is for more than three (3) years, it must be re-approved in such manner every three (3) years. In March 2020, our shareholders approved several amendments to the Compensation Policy.

Our Compensation Committee is currently composed of Ms. Ozer-Armon, the chairperson, Ms. Krindel Sieradzki and Mr. Biran, all of whom satisfy the respective “independence” requirements of the Companies Law, SEC and Nasdaq rules for compensation committee members.

Proposed Amendments to the Compensation Policy 

The Board approved, following the recommendation of the Compensation Committee, several modifications to the Compensation Policy, as set forth in Annex D hereto, which relate primarily to:

In approving the modifications to the Compensation Policy, our Compensation Committee and Board considered various factors, including, among others, the Company’s objectives, business plan and its policy with a long-term view; our business-risks management; our size and nature of operations; the prevailing market conditions with respect to D&O liability insurance in general, and in particular, those related to dual listed companies (i.e., companies listed both on the TASE as well as other stock exchanges, such as the Nasdaq); and effective transitioning and succession of executive officers.

The foregoing description of the proposed amendments to the Compensation Policy is only a summary of the amendments and is qualified by reference to the full text thereof, a copy of which is attached as Annex D hereto.

Other than the proposed changes set forth on Annex D, our Compensation Committee and Board did not identify any other necessary modifications to our Compensation Policy. If the changes are approved at the Meeting, our modified Compensation Policy will be valid for three (3) years following the Meeting (or, if not approved, our current Compensation Policy will be valid until March 18, 2023).

The Proposed Resolutions

It is proposed that at the Meeting, the following resolution be adopted:

“RESOLVED, to approve the amendments to the Compensation Policy for Executive Officers and Directors set forth in Annex D to the Company’s Proxy Statement for the Special and 2021 Annual General Meeting.”

Required Vote

The affirmative vote of the holders of a majority of the Ordinary Shares present, in person, by proxy or by electronic voting, at the Meeting (or any adjournment or postponement thereof), excluding abstentions, is required for the approval of this matter; provided that either (i) the shares voted in favor of the matter include at least a majority of the Ordinary Shares voted by shareholders who are not “controlling shareholders” and do not have a “personal interest” in the matter, as defined under the Companies Law or (ii) that the total number of shares voted by the shareholders described in clause (i) against such resolution does not exceed two percent (2%) of the aggregate voting rights in the Company.

Under the Companies Law, a “personal interest” of a shareholder (i) includes a personal interest of any members of the shareholder’s family (i.e., a shareholder’s spouse, sibling, parent, grandparent or descendant and the spouse’s sibling, parent or descendant; and the spouse of each of the foregoing persons) or a personal interest of an entity with respect to which the shareholder (or such family member) serves as a director or chief executive officer, owns at least 5% of its outstanding share capital or voting power or has the right to appoint a director or chief executive officer and (ii) excludes an interest arising solely from the ownership of the Company Shares.

The Companies Law requires that each shareholder voting on the proposed resolution indicate whether or not the shareholder is a controlling shareholder or has such a personal interest in the proposed resolution.

As of the date hereof, the Company does not have a controlling shareholder within the meaning of the Companies Law. However, our office holders are deemed to have a personal interest in this matter.

While it is unlikely that any of the Company’s public shareholders has a personal interest on this matter, the enclosed proxy card includes a box you must mark to confirm whether or not you are a controlling shareholder or have a personal interest in this matter. If you do not mark a box, your vote will not be counted. If you are unable to make this confirmation, please contact the Company’s General Counsel and Company Secretary at +972-4-617700 or FNoa@itamar-medical.com for instructions on how to vote your shares represented by your ADSs and indicate whether or not you are a controlling shareholder or have a personal interest or, if you hold your ADSs in “street name,” you may also contact the representative managing your account, who would then contact the Company’s General Counsel and Company Secretary on your behalf. Shareholders who hold their shares through banks, brokers or other nominees that are members of the TASE should indicate whether or not they are a controlling shareholder or have a personal interest on the form of voting card that we have filed via MAGNA (if voting manually) or on the electronic voting form (if voting electronically via MAGNA).

The Board unanimously recommends that you vote “FOR” this proposal.

PROPOSAL 5
MODIFICATION OF SALARY OF PRESIDENT AND CHIEF EXECUTIVE OFFICER

(Item 5 on the Proxy Card)

Background

Under the Companies Law, the terms of compensation, including the grant of equity-based compensation, of a president and chief executive officer of a company incorporated under the laws of Israel whose shares are listed for trade on a stock exchange or have been offered to the public in or outside of Israel, such as Itamar, require the approval of the compensation committee, the board of directors and, subject to certain exceptions, the shareholders.

Mr. Gilad Glick has served as our President and Chief Executive Officer since July 2013. Mr. Glick also serves as a director of our U.S. subsidiary, Itamar Medical, Inc. As more fully described under “Compensation of Executive Officers” in our Annual Report, the compensation granted to Mr. Glick in 2020 in terms of cost to the Company (as recognized in our financial statements for the year ended December 31, 2020), was as follows:

* The cost reflected in this table is calculated in accordance with IFRS and is as recognized in our financial statements for the year ended December 31, 2020. It is noted that, in accordance with IFRS, cash compensation amounts denominated in currencies other than the U.S. dollar were converted into U.S. dollars at the exchange rate between the NIS and the U.S. dollar as of the end of each month during 2020, the period covered by the table (which, on average for 2020, was approximately NIS 3.44 per $1.00).

Proposed Increase of Base Salary

Our Compensation Committee and Board determined to approve an increase of the base salary of Mr. Glick from NIS 86,254 per month (equivalent to approximately $26,580) (excluding social benefits), or total annual base salary of NIS 1,035,000 (equivalent to approximately $319,000) (excluding social benefits), to NIS 106,254 per month (equivalent to approximately $32,740) (excluding social benefits), or total annual base salary of NIS 1,275,000 (equivalent to approximately $393,000) (excluding social benefits), effective retroactively from December 1, 2020. In approving this proposed matter, our Compensation Committee and Board considered the prevailing market price of the Company Shares, and the alignment of the interests of the Company’s President and Chief Executive Officer with those of Company’s shareholders in order to incentivize him to continue in his position and drive the Company’s growth in the long-term, along with additional factors, including the following:

The Proposed Resolutions

It is proposed that at the Meeting, the following resolutions be adopted:

“RESOLVED, to approve the increase of the base salary of the Company’s President and Chief Executive, as detailed in Proposal 5 of the Company’s Proxy Statement for the Special and 2021 Annual General Meeting.”

Required Vote

The affirmative vote of the holders of a majority of the Ordinary Shares present, in person, by proxy or by electronic voting, at the Meeting (or any adjournment or postponement thereof), excluding abstentions, is required for the approval of this matter; provided that either (i) the shares voted in favor of the matter include at least a majority of the Ordinary Shares voted by shareholders who are not “controlling shareholders” and do not have a “personal interest” in the matter, as defined under the Companies Law (see Proposal 4 above) or (ii) that the total number of shares voted by the shareholders described in clause (i) against such resolution does not exceed two percent (2%) of the aggregate voting rights in the Company.

As of the date hereof, the Company does not have a controlling shareholder within the meaning of the Companies Law. However, Mr. Glick is deemed to have a personal interest in this matter.

The Companies Law requires that each shareholder voting on the proposed resolution indicate whether or not the shareholder is a controlling shareholder or has such a personal interest in the proposed resolution.

While it is unlikely that any of the Company’s public shareholders has a personal interest on this matter, the enclosed proxy card includes a box you must mark to confirm whether or not you are a controlling shareholder or have a personal interest in this matter. If you do not mark a box, your vote will not be counted. If you are unable to make this confirmation, please contact please contact the Company’s General Counsel and Company Secretary at +972-4-617700 or FNoa@itamar-medical.com for instructions on how to vote your shares represented by your ADSs and indicate whether or not you are a controlling shareholder or have a personal interest or, if you hold your ADSs in “street name,” you may also contact the representative managing your account, who would then contact the Company’s General Counsel and Company Secretary on your behalf. Shareholders who hold their shares through banks, brokers or other nominees that are members of the TASE should indicate whether or not they are a controlling shareholder or have a personal interest on the form of voting card that we have filed via MAGNA (if voting manually) or on the electronic voting form (if voting electronically via MAGNA).

The Board unanimously recommends that you vote “FOR” this proposal.

PROPOSAL 6
REAPPOINTMENT OF INDEPENDENT AUDITOR

(Item 6 on the Proxy Card)

Background

Somekh Chaikin, Certified Public Accountants (Israel), a member of KPMG, has served as our auditor since 1997.

At the Meeting, our shareholders will be asked to approve the re-appointment of KPMG as our independent auditors for the year ending December 31, 2021 and until immediately following the next annual general meeting of shareholders, pursuant to the recommendation of our Audit Committee and Board.

KPMG has no relationship with us or with any of our affiliates except as auditors and, to a limited extent, as tax consultants and providers of some other audit related services. Our Audit Committee and Board believe that the independence of KPMG is not affected by such limited non-audit function and that, as a result of their familiarity with our operations and their reputation in the auditing field, they have the necessary personnel and professional qualifications to act as our auditors. At the Meeting, our shareholders will also be asked to authorize the Board to delegate to our Audit Committee the authority to fix the compensation of our independent auditors.

For information with respect to the aggregate fees for professional audit services and other services rendered by KPMG in 2020, see Item 16C of our Annual Report. 

The Proposed Resolutions

It is proposed that at the Meeting, the following resolutions be adopted:

“RESOLVED, that the reappointment of KPMG as independent auditors of the Company for the year ending December 31, 2021 and until immediately following the next annual general meeting of shareholders be, and it hereby is, approved, and that the Board be, and it hereby is, authorized to delegate to the Audit Committee of the Board the authority to fix the remuneration of said independent auditors in accordance with the volume and nature of their services.”

Required Vote

The affirmative vote of the holders of a majority of the Ordinary Shares present, in person, by proxy or by electronic voting, at the Meeting (or any adjournment or postponement thereof), excluding abstentions, is required for the approval of this matter.

The Board unanimously recommends that you vote “FOR” this proposal.

THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this Proxy Statement as Annex A and incorporated into this Proxy Statement by reference. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

Parties Involved in the Merger

Itamar Medical Ltd.
9 Halamish Street
Caesarea 3088900, Israel

The Company is a company organized under the laws of the State of Israel. The Company is a medical device and digital health company focused on the integration of sleep apnea diagnosis into the cardiac patient care pathway. The Ordinary Shares are listed on TASE, and the ADSs are listed on Nasdaq, in each case, under the symbol “ITMR”.

ZOLL Medical Corporation
269 Medical Corporation
Chelmsford, MA 01824

Parent is a Massachusetts corporation that manufactures medical devices and related software solutions.

Asahi Kasei Corporation
Hibiya Mitsui Tower
1-1-2 Yurakucho, Chiyoda-ku, Tokyo 100-0006, Japan

Guarantor is a Japanese company that manufactures and produces products in the chemicals, construction, pharmaceutical and medical devises industries. Parent is a subsidiary of Guarantor. Guarantor’s ordinary shares are listed on the Tokyo Stock Exchange under the symbol “KASEI”.

Zeus Merger Sub Ltd.
c/o ZOLL Medical Corporation
269 Medical Corporation
Chelmsford, MA 01824

Merger Sub is a company organized under the laws of the State of Israel. Merger Sub is a wholly owned subsidiary of Parent that was formed on September 1, 2021, solely for the purpose of engaging in the Transactions. Merger Sub has not engaged in any business activities other than in connection with its formation and the Transactions.

Effect of the Merger

Upon the terms and subject to the conditions of the Merger Agreement and in accordance with the Companies Law, if the Merger is completed, Merger Sub will merge with and into the Company, and the Company will continue as the Surviving Company and as a wholly owned subsidiary of Parent. As a result of the Merger, the ADSs and the Ordinary Shares will no longer be publicly traded and will be delisted from Nasdaq and the TASE, respectively. In addition, the Company Shares will be deregistered under the Exchange Act and the Israeli Securities Law, and the Company will no longer file periodic reports with the SEC and ISA. If the Merger is completed, you will not own any share capital of the Surviving Company.

The Effective Time will occur upon the issuance by the Companies Registrar of a certificate evidencing the Merger in accordance with Section 323(5) of the Companies Law (the “Certificate of Merger”).

Effect on the Company if the Merger is Not Completed

If the Merger Agreement is not approved by the Company’s shareholders or if the Merger is not completed for any other reason, the holders of Company Shares will not receive any payment for their Company Shares. Instead, the Company will remain an independent public company, the Ordinary Shares and ADSs will continue to be listed and traded on Nasdaq and TASE, respectively and registered under the Exchange Act and the Israeli Securities Law and the Company will continue to file periodic reports with the SEC and the ISA.

Furthermore, if the Merger is not completed, and depending on the circumstances that caused the Merger not to be completed, the price of the Company Shares may decline significantly. If that were to occur, it is uncertain when, if ever, the price of the Company Shares would return to the price at which the Company Shares trade as of the date of this Proxy Statement.

Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities or the future value of the Company Shares. If the Merger is not completed, the Board will continue to evaluate and review the Company’s business operations, strategic direction and capitalization, among other things, and will make such changes as are deemed appropriate. If the Merger Agreement is not approved by the Company’s shareholders or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to the Board will be offered or that the Company’s business, prospects or results of operations will not be adversely impacted.

In addition, the Company will be required to pay to Parent a termination fee of $18,847,360 if the Merger Agreement is terminated under certain circumstances, including termination by the Company to enter into a superior proposal, termination by Parent following an adverse recommendation change of the Company’s board of directors or termination by Parent as a result of a material and willful breach of the Company’s obligations under its non-solicit obligations or compliance with specified process and notice requirements contained in the Merger Agreement. For more information, please see the section entitled “The Merger Agreement—Termination Fees.”

Merger Consideration

In the Merger, each outstanding Ordinary Share immediately prior to the Effective Time shall be deemed to have been transferred to Parent in exchange for the right to receive the Per Share Merger Consideration, and each outstanding ADS immediately prior to the Effective Time shall be deemed to be cancelled in exchange for the right to receive the Per ADS Merger Consideration, in each case, without interest and subject to applicable withholding taxes (and a Cancellation Fee in the case of the ADSs).

After the Merger is completed, holders of outstanding Ordinary Shares and ADSs, immediately prior to the Effective Time, will have the right to receive the Per Share Merger Consideration or the Per ADS Merger Consideration, as applicable, but you will no longer have any rights as a shareholder.

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. The following chronology does not purport to catalogue every conversation among, or meetings of, the Board, any of the Board’s committees, members of Company management or the Company’s representatives and other parties.

As part of Itamar’s ongoing evaluation of its long-term strategic goals and plans, the Board, together with Itamar’s management, has periodically reviewed and considered various strategic and other opportunities available to Itamar in an effort to enhance shareholder value, taking into consideration Itamar’s performance, competitive dynamics, macroeconomic developments, industry trends and other conditions affecting its business. During these discussions, the Board and management have also noted certain challenges of continuing to execute Itamar’s strategy as a standalone medical device company, such as its limited sales and marketing resources and market expansion challenges.

In order to address some of these challenges, members of Itamar management (with periodic assistance and participation of Piper Sandler, who had previously been engaged by the Company as its lead underwriter in connection with a registered public offering in January 2020 (and was later engaged as its lead underwriter in connection with a follow on registered public offering in February 2021)) had multiple conversations with a number of sleep apnea industry participants (including Parent, as described in the paragraph immediately below) regarding the benefits of potential commercial collaborations in the sleep apnea space. Certain conversations naturally evolved into a discussion of a potential acquisition of Itamar in May 2020 by one (1) of those industry participants, a U.S.-based, publicly traded company in the medical device industry (“Party A”). Those discussions reached a stage at which the Company retained Piper Sandler in May of 2020 (as was later formalized by an engagement letter, dated June 1, 2020) to act as its financial advisor with respect to such discussions because of Piper Sandler’s reputation as an independent financial advisor and its familiarity with and experience as a financial advisor to companies in the healthcare industry in general, and with the Company in particular. Piper Sandler regularly updated the Board, the 2020 Transaction Committee and the management of the Company throughout the process described in this “Background of the Merger” section.

Between January and June of 2020, members of Itamar’s management, including Mr. Gilad Glick, the Company’s President and Chief Executive Officer, and members of Parent management, including Mr. Eric L. Knudsen, Vice President, Corporate Development, of Parent, also held several in-person and virtual meetings to discuss a potential commercial collaboration between the parties in the sleep apnea space.

During the period from June 11, 2020 through July 30, 2020, at the direction of the Board and the 2020 Transaction Committee (as defined below), Piper Sandler contacted six (6) and had discussions with five (5) parties potentially interested in a transaction with the Company (including Party A and excluding Parent).

On June 24, 2020, the Board held a meeting to discuss the establishment and appointment of a transaction committee (the “2020 Transaction Committee”) and the exploration of a potential transaction with other potential buyers. Members of Company management and representatives of the Company’s U.S. outside legal counsel, Latham & Watkins LLP (“Latham”), were in attendance. The Board determined that it would be advisable to establish the 2020 Transaction Committee comprised of a subset of the members of the Board for the purpose of providing guidance and oversight over decisions that might be needed between formal Board meetings. The Board appointed Dr. Giora Yaron (the Chairman of the Board), Mr. Jonathan Kolber (who served as a member of the Board until March 25, 2021) and Ms. Yaffa Krindel as members of the 2020 Transaction Committee.

On June 25, 2020, the 2020 Transaction Committee held its first meeting and discussed progress that had been made with potentially interested parties with whom the Company might pursue a transaction, including Party A. Thereafter, between June 25 and September 12, 2020, the 2020 Transaction Committee held multiple meetings, as needed, to monitor the transaction process to guide members of management the Company and Piper Sandler with respect thereto.

By the end of July 2020, with the exception of Party A, all of the parties approached by Piper Sandler after June 11, 2020 failed to show sufficient interest in pursuing an acquisition of the Company at such time or did not timely provide substantive feedback regarding their interest.

On August 5, 2020, Party A sent a non-binding indication of interest letter indicating that it would be interested in acquiring the Company for cash at a purchase price of $27.75 per ADS. The letter also indicated that Party A could complete its confirmatory diligence and execute a definitive merger agreement within four (4) weeks and requested that the Company engage with Party A on an exclusive basis during such period. On August 4, 2020, the closing price of the ADSs was $25.03 per ADS.

On August 10, 2020, the Board held a meeting to discuss and evaluate Party A’s indication of interest. Members of Company management and representatives of Piper Sandler, Latham, Goldfarb Seligman & Co., the Company’s Israeli outside legal counsel (“Goldfarb”), and Somekh Chaikin, a member firm of KPMG International, the Company’s auditor (“KPMG”) were in attendance. Representatives of Latham and Goldfarb discussed with the Board their fiduciary duties in the context of evaluating Party A’s indication of interest and the Board’s discretion in determining whether and how to pursue any transaction and provided an overview of the process timeline if the Board were to determine to pursue such transaction. Representatives of Piper Sandler discussed with the Board their preliminary financial analyses with respect to the Company relative to the price offered by Party A based upon the Company’s management projections. The Board discussed the benefits and risks associated with continuing the discussions and engaging in exclusive negotiations with Party A. The Board then (1) determined to reject Party A’s initial offer and (2) instructed Piper Sandler to convey to Party A, with the guidance of the 2020 Transaction Committee, that the Company was willing to continue the discussions with Party A, with an expectation that Party A would improve the proposed purchase price offered in its August 5, 2020 indication of interest.

On August 18, 2020, the Board held a meeting to receive an update on the status of discussions with Party A. Members of Company management and representatives of Piper Sandler, Latham and Goldfarb were in attendance. Representatives of Piper Sandler provided an update on the process, including that (1) with the guidance of the 2020 Transaction Committee, Piper Sandler conveyed to Party A’s financial advisor that the Company was willing to continue the discussions with Party A, with an expectation that Party A would improve the proposed purchase price to $30.00 per ADS and (2) Party A’s financial advisor conveyed that Party A planned to submit a revised non-binding indication of interest letter that would include its best and final offer of $28.50 per ADS. The Board discussed the benefits and risks associated with continuing the discussions and engaging in exclusive negotiations with Party A. The Board then concluded to authorize Company management and its advisors, with the guidance of the 2020 Transaction Committee, to finalize and execute Party A’s non-binding indication of interest letter based on Party A’s best and final offer of $28.50 per ADS and thereafter to move forward with negotiating the definitive agreements.

On August 21, 2020, Party A sent a revised non-binding indication of interest letter indicating that it would be interested in acquiring the Company for cash at a purchase price of $28.50 per ADS. The letter also indicated that Party A could complete its confirmatory due diligence and execute a definitive merger agreement within forty-five (45) days, and requested that the Company engage with Party A on an exclusive basis during such period. On August 20, 2020, the closing price of the ADSs was $19.38 per ADS.

On August 25, 2020, the Company countersigned the August 21, 2020 non-binding indication of interest letter (with several mutually agreed technical clarifications). Such indication of interest letter contained a provision stipulating a forty-five (45) day exclusivity period, which the Company agreed to.

From that day and during the course of the ensuing weeks, the Company and Party A, along with its and their respective advisors, negotiated the terms of the proposed definitive merger agreement pertaining to the transaction and participated in due diligence sessions with Party A and its advisors. However, on September 12, 2020, Party A called Mr. Glick and informed him that Party A was no longer able to pursue an acquisition of the Company and terminated the negotiations with the Company. After the termination of the negotiations with Party A, the 2020 Transaction Committee ceased its activity, and the Company continued to operate its standalone business.

On February 24, 2021, in consultation with, and at the direction of management of the Company, a representative of Piper Sandler called Mr. Richard A. Packer, the Chairman of the board of directors of Parent, to discuss whether Parent would be interested in a business collaboration between Respicardia, Inc. (“Respicardia”), a provider of implantable neurostimulators for the treatment of moderate to severe Central Sleep Apnea, and the Company. Piper Sandler acted as financial advisor to Respicardia in connection with a December 2017 financing transaction, but had not been engaged by Respicardia since that transaction. At the time of the February 24, 2021 call, Parent was a significant investor in, and had an option to acquire the remaining equity of, Respicardia.

On March 5, 2021, after consultation with members of management of the Company, representatives of Piper Sandler and Mr. Knudsen had a call to discuss further whether Parent would be interested in a business collaboration between Respicardia and the Company.

On March 18, 2021, after consultation with members of management of the Company, representatives of Piper Sandler sent Mr. Knudsen materials prepared by Piper Sandler at the Company’s request and with the Company’s input, outlining the strategy behind a possible business collaboration of the Company and Respicardia.

On April 1, 2021, Mr. Knudsen communicated with a representative of Piper Sandler to confirm Parent’s interest in exploring a possible business collaboration of the Company and Respicardia and requested to schedule a call to further discuss the matter.

On April 26, 2021, after consultation with and at the direction of management of the Company, representatives of Piper Sandler had a call with Mr. Jonathan A. Rennert, chief executive officer of Parent, Mr. Knudsen and several other members of Parent’s management to discuss a possible business collaboration between the Company and Respicardia. Representatives of Piper Sandler provided an overview of the potential transaction consistent with the materials sent on March 18, 2021. During such call, Parent’s participants also discussed Parent’s interest in the possibility of an outright acquisition of the Company by Parent. Piper Sandler representatives then updated management of the Company with respect to the call.

On May 12, 2021, Mr. Knudsen called a representative of Piper Sandler and indicated that Parent would not be interested in a business collaboration between Respicardia and the Company, but could be interested in a possible acquisition of the Company by Parent. Piper Sandler representatives then updated management of the Company with respect to this call and were instructed to confirm the Company’s interest in having discussions to explore such potential transaction.

On May 13, 2021, at the direction of management of the Company, a representative of Piper Sandler contacted Mr. Knudsen to confirm the Company’s interest in conducting a virtual meeting to discuss a possible sale of the Company to Parent.

Following that contact, on May 17, 2021, at the direction of management of the Company, representatives of Piper Sandler and Mr. Knudsen had a call to discuss the possible agenda items for the upcoming virtual meeting between members of management of Parent and the Company.

On May 18, 2021, the Board held a regularly scheduled meeting to consider and approve Itamar’s unaudited financial results for the first quarter of 2021, among other things. Members of Company management, Mr. Brad Fluegel (a director candidate at that time) and representatives of KPMG were in attendance. As part of the Board meeting, members of Company management reported that the Company had previously been in discussions with Parent in order to explore a potential commercial collaboration between Company and Respicardia and that since Parent had acquired 100% control of Respicardia as of April 12, 2021, the dialog between the parties had resumed to explore a business collaboration.

On May 24, 2021, Mr. Glick and Mr. Shy Basson, Itamar’s Chief Financial Officer, gave a high-level management presentation to Mr. Rennert, Mr. Knudsen and other members of Parent management and Mr. Seiji Nakano, Vice President, Strategy and Business Development, of Guarantor, at a virtual meeting that was also attended by representatives of Piper Sandler.

On June 9, 2021, a representative of Piper Sandler and a representative of Goldman Sachs & Co. LLC (“Goldman Sachs”), Parent’s financial advisor, had a call to discuss possible next steps following the May 24, 2021 management presentation. During the call, the representative of Goldman Sachs conveyed that Parent was interested in further exploring the potential transaction. The representative of Piper Sandler noted that if Parent intended to submit an offer to acquire the Company, such offer should reflect an attractive enough valuation to cause the Board to commit to moving forward in light of the extensive process conducted by the Company in 2020.

On June 22, 2021, members of Company management, representatives of Piper Sandler, Mr. Knudsen and other members of Parent management and Mr. Nakano had a call to discuss various topics related to the Company’s business.

On June 24, 2021, members of Company management, Mr. Packer, Mr. Rennert, Mr. Knudsen and other members of Parent management, representatives of Piper Sandler and a representative of Goldman Sachs held a meeting, both virtually and in-person, to present and discuss key information about each organization in detail and to have preliminary discussions of the potential strategic fit and synergies between the companies.

Between July 5 and July 22, 2021, members of Parent management and Company management held calls to discuss Company strategy and business, potential strategic fit and synergies.

On July 22, 2021, Parent sent a non-binding indication of interest letter indicating that it would be interested in acquiring the Company for cash at a purchase price of $30.00 per ADS (the “July 22 IOI”). The July 22 IOI also indicated that Parent could complete its confirmatory diligence and execute a definitive merger agreement in an expeditious manner, and requested that the Company engage with Parent on an exclusive basis during a sixty (60)-day period starting after execution of the July 22 IOI. On July 22, 2021, the closing price of the ADSs was $18.83 per ADS.

On July 22, 2021, the Board held a meeting to discuss and evaluate Parent’s July 22 IOI. Members of Company management and representatives of Piper Sandler, Latham and Goldfarb were in attendance. Dr. Yaron, members of Company management and representatives of Piper Sandler provided an overview of the background and meetings with Parent that led to the submission of Parent’s July 22 IOI. Representatives of Latham and Goldfarb discussed with the Board their fiduciary duties in the context of evaluating Parent’s July 22 IOI and the Board’s discretion in determining whether and how to pursue any transaction and provided an overview of the process timeline if the Board were to determine to pursue such transaction. Representatives of Piper Sandler discussed with the Board their preliminary financial analyses with respect to the Company relative to the price offered by Parent based upon the Company’s management projections (see “The Merger—Management Internal Financial Projections”). The Board discussed the benefits and risks associated with continuing the discussions and engaging in exclusive negotiations with Parent. The Board further discussed the potential risks and benefits of commencing a sale process, including potential disruptions to the Company’s business resulting from a protracted sale process, the risk of leaks that might arise from contacting other parties and the potential impact of such leaks on the Company’s business. The Board concluded that these factors supported approaching only those parties that Company management and the Board, with the assistance of Piper Sandler, believed could be interested in pursuing a business combination transaction involving the Company and had the ability and willingness to pay a purchase price for the Company in excess of Parent’s offer. The Board then (1) determined to further evaluate Parent’s initial offer of $30.00 per ADS, and (2) instructed Piper Sandler to approach a select group of potentially interested parties identified by the Board and management of the Company.

On July 23, 2021, a representative of Goldman Sachs called a representative of Piper Sandler to discuss the July 22 IOI. During the course of that call, the Goldman Sachs representative reiterated Parent’s interest in pursuing a transaction.

On July 26, 2021, the Board held a meeting to discuss and evaluate further the July 22 IOI and the potential Company sale process. Members of Company management and representatives of Piper Sandler, Latham and Goldfarb were in attendance. Representatives of Piper Sandler further discussed with the Board their preliminary financial analyses with respect to the Company relative to the price offered by Parent based upon the Company’s management projections (see “The Merger—Management Internal Financial Projections”) and also provided an update since the prior Board meeting of the discussions held with representatives of Parent and with the potentially interested parties identified by the Board in its July 22, 2021 meeting. The Board also discussed the benefits and risks associated with continuing the discussions and engaging in exclusive negotiations with Parent. The Board determined that it would be advisable to establish a transaction committee comprised of a subset of the members of the Board for the purpose of providing guidance and oversight with decisions that might be needed between formal Board meetings (such committee, the “2021 Transaction Committee”). The Board then determined to appoint Dr. Yaron, Mr. Christopher M. Cleary, Mr. Scott Serota and Ms. Zipora (Tzipi) Ozer-Armon as members of the 2021 Transaction Committee. The Board then also (1) determined to reject Parent’s initial offer, (2) instructed Piper Sandler to convey to Parent that the Company was willing to continue the discussions with Parent, with an expectation that Parent will improve the purchase price offered in its July 22 IOI and shorten the exclusivity period before proceeding with due diligence and negotiations of definitive agreements, and (3) authorized Company management, with the guidance of the 2021 Transaction Committee, to finalize negotiations of and execute Parent’s indication of interest letter. As part of the meeting, the Board also discussed renewing the retention of Piper Sandler as a financial advisor to the Company in connection with the potential transaction, noting its reputation as an independent financial advisor, familiarity with and experience as a financial advisor to companies in the healthcare industry in general, and with the Company in particular, and the terms of the Company’s prior engagement letter with Piper Sandler, dated June 1, 2020. The Board thereafter authorized the engagement of Piper Sandler as the Company’s financial advisor, subject to execution of an engagement letter approved by the 2021 Transaction Committee to replace the 2020 engagement letter.

During the period from July 26 through July 29, 2021, at the direction of the Board, Piper Sandler contacted and had discussions with four (4) potentially interested parties identified by the Board during its July 22, 2021 meeting, including Party A and Parent. All of such potentially interested parties were companies with a potentially strategic interest in acquiring the Company.

On July 26, 2021, a representative of Goldman Sachs called a representative of Piper Sandler seeking an update on the Board’s perspective on the July 22 IOI. Piper Sandler communicated that the Board was considering it very seriously, but would need a higher valuation and a shorter exclusivity period from Parent in order to move forward.

On July 27, 2021, Messrs. Rennert and Knudsen contacted a representative of Piper Sandler, seeking additional clarity with respect to the Board’s position regarding Parent’s July 22 IOI. During this call, they stated Parent’s belief that its offer of $30.00 per ADS was very attractive. The representative of Piper Sandler reiterated the Board’s position that it would expect that Parent would improve the purchase price and shorten the exclusivity period before the Board would approve of proceeding with due diligence and negotiation of definitive agreements.

On July 28, 2021, the 2021 Transaction Committee held a meeting to further discuss and evaluate Parent’s July 22 IOI and the potential process. Members of Company management and representatives of Piper Sandler, Latham and Goldfarb were in attendance. Representatives of Piper Sandler provided an update since the prior Board meeting on the discussions held with representatives of Parent and with the potentially interested parties identified by the Board in its July 22, 2021 meeting. In particular, representatives of Piper Sandler explained that a representative of Goldman Sachs conveyed that they believed that Parent’s proposal of $30.00 per ADS was very attractive and that if the Board were seeking a higher price, they would expect the Board to indicate such price. The 2021 Transaction Committee instructed Piper Sandler to convey to Parent that the Company expects that Parent will improve the purchase price offered in its July 22 IOI to $33.00 per ADS.

Later that day, Piper Sandler communicated to a representative of Goldman Sachs the request for a $33.00 per ADS price, per the 2021 Transaction Committee’s instructions.

On July 29, 2021, representatives of Piper Sandler and representatives of Goldman Sachs had multiple calls to discuss further the Company’s position with respect to Parent’s July 22 IOI. During such calls, the representatives of Piper Sandler reiterated the 2021 Transaction Committee’s request for a $33.00 per ADS price. A representative from Goldman Sachs conveyed that they did not believe that Parent would be willing to meet that request. The representative of Goldman Sachs did state, however, that Parent may be willing to increase Parent’s offer to $30.50 per ADS, and to shorten the exclusivity period to expire on September 5, 2021 with a possible extension to September 20, 2021. In response, a representative from Piper Sandler reiterated the 2021 Transaction Committee’s request for a $33.00 per ADS price. Later that day, a representative of Goldman Sachs contacted Piper Sandler to communicate Parent’s “best and final offer” of $31.00 per ADS.

On July 30, 2021, the 2021 Transaction Committee held a meeting to discuss and evaluate further Parent’s orally updated (by Goldman Sachs) indication of interest and the process. Members of Company management and representatives of Piper Sandler, Latham and Goldfarb were in attendance. Representatives of Piper Sandler provided an update regarding discussions, since the prior 2021 Transaction Committee meeting, with representatives of Parent and with the potentially interested parties identified by the Board in its July 22, 2021 meeting. The 2021 Transaction Committee authorized Company management, with the assistance of Piper Sandler, Latham and Goldfarb, to finalize and execute Parent’s non-binding indication of interest letter with the increased Parent’s offer of $31.00 per ADS and the shortened exclusivity period described above.

By July 30, 2021, each of the parties approached by Piper Sandler since July 26, 2021 had declined interest in pursuing an acquisition of the Company at that time or did not timely provide substantive feedback regarding its interest.

On July 30, 2021, Parent sent a revised non-binding indication of interest letter indicating that it would be interested in acquiring the Company for cash at a purchase price of $31.00 per ADS. The letter also indicated that Parent could complete its confirmatory due diligence and execute a definitive merger agreement in an expeditious manner, and requested that the Company engage with Parent on an exclusive basis through September 10, 2021 with a possible extension to September 24, 2021 if Parent re-confirmed the price and other transaction terms contemplated by the letter. As noted in the revised non-binding indication of interest letter, on July 28, 2021 the closing price of the ADSs was $19.12 per ADS.

On July 30, 2021, the Company countersigned the July 30, 2021 non-binding indication of interest letter, with several revisions thereto that were mutually agreed with Parent.

On August 4, 2021, the Company provided access to Parent’s legal counsel and advisors to an online data room containing due diligence materials regarding the Company. Thereafter, and through September 12, 2021, representatives of Parent as well as representatives of Cooley LLP, Parent’s U.S. counsel (“Cooley”), Gornitzky & Co., Parent’s Israeli counsel, as well as representatives of PricewaterhouseCoopers, financial and tax advisors to Parent in connection with the transaction, conducted due diligence sessions with Company management and its advisors, including an onsite visit in Caesarea, Israel.

On August 9, 2021, the 2021 Transaction Committee held a meeting to discuss the process with Parent. Members of Company management and representatives of Latham and Goldfarb were in attendance. Representatives of Latham and Goldfarb provided an overview of the key provisions of the draft Merger Agreement that the Company would be submitting to Parent. The 2021 Transaction Committee then authorized Company management, with the help of its outside counsel, to finalize the draft Merger Agreement and submit it to Parent.

Later that day, the Board held a regularly scheduled meeting to consider and approve the unaudited financial results for the second quarter of 2021. Members of Company management and representatives of Piper Sandler, Latham and KPMG were in attendance. As part of the Board meeting, members of Company management and representatives of Piper Sandler and Latham provided an update on the process, including expected timelines, to the Board. In addition as part of the regular quarterly updates from the Chief Financial Officer of the Company, an update to the Final Five Years Plan, which was provided to the Board in advance of the meeting, was presented.

On August 10, 2021, Latham provided to Cooley a first draft of the Merger Agreement, which contained proposed terms of the potential acquisition. On September 2, 2021, Latham also provided a first draft of the form of the Support Agreement that Parent was requiring to be executed by certain principal shareholders of the Company and each of the Company’s directors and executive officers.

During the course of the ensuing weeks, the Company and Parent, along with its and their respective advisors, negotiated the terms of the Merger Agreement and the form of the Support Agreement. These negotiations continued through the evening (Israel time) of September 12, 2021. During this process, the Company negotiated, among other terms the Company and the Board considered important, Itamar’s ability to maintain appropriate flexibility to respond to alternative transaction proposals should any such proposal be superior to Parent’s proposal and the right of the Board to terminate the Merger Agreement in certain circumstances after receipt of such a “superior proposal”; the fees payable by us in that and other circumstances; allocation of regulatory risks; and treatment of equity-based awards and employee retention terms.

On September 9, 2021, the 2021 Transaction Committee held a meeting to discuss the transaction negotiations and process. Members of Company management and representatives of Piper Sandler, Latham and Goldfarb were in attendance. Members of Company management reported on the status of the due diligence conducted by Parent and its representatives. Members of Company management and representatives of Latham and Goldfarb provided an overview of the key outstanding issues remaining in the draft Merger Agreement, including provisions regarding the allocation of regulatory risks and treatment of equity-based awards and employee retention terms, and the proposed path to resolve them. The 2021 Transaction Committee then authorized Company management, with the help of its outside counsels, to finalize the draft Merger Agreement along the lines of the terms presented at the meeting.

Later that day, the Board held a meeting. Members of Company management and representatives of Piper Sandler, Latham and Goldfarb were in attendance. During this meeting, representatives of Latham and Goldfarb provided an overview to the Board members of their fiduciary duties in connection with their consideration of Parent’s offer and the transactions contemplated by the Merger Agreement and discussed with the Board the key terms and conditions of the Merger Agreement and the Support Agreement. During the meeting, management of the Company confirmed to the Board the Five Years Plan, updated to reflect changes in operating expenses, was substantially consistent with the Final Five Years Plan previously presented to and approved by the Board (See “The Merger—Management Internal Financial Projection”). Representatives of Piper Sandler reviewed with the Board their financial analysis of the Company. Representatives of Piper Sandler rendered to the Board Piper Sandler’s oral opinion, later confirmed in a written opinion dated September 9, 2021, that, based upon and subject to the assumptions, procedures, considerations and limitations set forth in the written opinion and based upon such other factors as Piper Sandler considered relevant, as of September 9, 2021, (i) the Per Share Merger Consideration is fair, from a financial point of view, to the holders of Ordinary Shares issued and outstanding prior to the Effective Time (other than Excluded Shares (as defined in the Merger Agreement)) and (ii) the Per ADS Merger Consideration is fair, from a financial point of view, to the holders of ADSs issued and outstanding prior to the Effective Time (other than Excluded Shares), in each case, as of the date of the opinion. At the Board’s request, Piper Sandler confirmed that it would update its analyses between September 9, 2021 and September 12, 2021, and, if such analyses supported doing so, it would provide a written confirmation to the Board on the morning (U.S. time) of September 12, 2021, that no facts or circumstances had come to its attention since September 9, 2021 that would cause Piper Sandler to change its opinion or assumptions set forth in its written opinion delivered to the Board and dated September 9, 2021. For a detailed discussion of Piper Sandler’s opinion, please see below under the caption “Fairness Opinion of Piper Sandler & Co.” After further discussions with its financial and legal advisors and members of Company management, including discussing the advantages and risks of the proposed transaction (which are more fully described below under the caption “Reasons for the Merger and Recommendation of the Board”), the Board unanimously adopted resolutions approving the Merger, the execution of the Merger Agreement and the consummation of the Transactions and recommending that the Company shareholders approve the Merger, the Merger Agreement and the consummation of the Transactions.

Following the Board meeting on September 9, 2021, the parties and their respective advisors proceeded to finalize the Merger Agreement and the form of Support Agreement.

On September 10, 2021, in light of several revisions to provisions related to regulatory filings and processes in the draft Merger Agreement presented to the Board at the September 9, 2021 meeting, the Board adopted written resolutions confirming and ratifying that its prior September 9, 2021 resolutions remained valid and in effect.

On September 12, 2021, Piper Sandler delivered a letter addressed to the Board, as of 8:00 am U.S. CT, confirming that no facts or circumstances had come to its attention since September 9, 2021 that would cause Piper Sandler to change to its opinion or assumptions set forth in its written opinion dated September 9, 2021.

In the early morning (Israel time) of September 13, 2021, the parties executed the Merger Agreement and exchanged executed final copies of the Support Agreements.

Later on the morning of September 13, 2021, prior to the opening of trading of the Ordinary Shares on the TASE, Parent and the Company issued a joint press release announcing the execution of the Merger Agreement.

Reasons for the Merger and Recommendation of the Board

In its evaluation of the Merger Agreement and the Transactions, including the Merger, the Board consulted with members of its senior management team, Piper Sandler, its financial advisor, and Latham and Goldfarb, its outside legal counsels, and assessed various matters relevant to its decision. In reaching its decision to approve the Merger Agreement and the Transactions, including the Merger, and to recommend that the Company shareholders approve the Merger, the Merger Agreement and the consummation of the Transactions, the Board considered a variety of factors, including those described below:

The foregoing discussion of the information and factors considered by the Board is intended to be illustrative and not exhaustive, but includes the material reasons and factors considered by the Board in reaching its conclusions and recommendation in relation to the Merger Agreement and the Transactions, including the Merger. In view of the wide variety of reasons and factors considered and the complexity of these matters, the Board did not find it practical to, and did not, quantify or otherwise assign relative weights to the specified factors considered in reaching its determinations or the reasons for such determinations. Individual directors may have given differing weights to different factors or may have had different reasons for their ultimate determination. In addition, the Board did not reach any specific conclusion with respect to any of the factors or reasons considered. Instead, the Board conducted an overall analysis of the factors and reasons described above and unanimously determined in its business judgment that, in the aggregate, the potential benefits of the Merger to our shareholders outweighed the risks or potential negative consequences thereof.

Recommendation of the Board

The Board, after considering various factors described above, has unanimously (i) determined that the Merger Agreement and the Transactions, including the Merger, are fair to, and in the best interests of, the Company and its shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors; and (ii) approved the Merger, the execution of the Merger Agreement and the consummation of the Transactions. The Board unanimously recommends that you vote “FOR” the Merger Proposal.

Management Internal Financial Projections

The Company has historically prepared and provided public guidance as to revenues and Non-IFRS gross margins. Other than the publicly disclosed guidance discussed above, the Company has not, in the ordinary course, made public disclosures regarding prospective financial projections for periods beyond the Company’s calendar year of 2021 due to the inherent unpredictability of the underlying assumptions and estimates.

During the normal course of business planning, the Company’s management prepares for internal use certain unaudited Non-IFRS prospective financial information for the current year and the immediately following four (4)-year period (the “Five Years Plan”). Consistent with past practice, the Company’s management reviewed and updated the Five Years Plan with prospective financial information for the years 2021 through 2025 on an ongoing basis and reviewed such updated version of the Five Years Plan with the Board during a Board meeting on August 9, 2021, and further updated such plan to reflect changes in operating expenses, which plan was substantially consistent with the Five Years Plan, and provided to the Board on September 9, 2021 (such updated Five Years Plan referred to as “Final Five Years Plan” and, together with the Five Years Plan, collectively referred to as the “Company Projections”).

The Company also maintains and monitors an annual budget target plan for each fiscal year, which plan is approved by the Board in the beginning of each year and is reviewed, updated and approved by the Board as needed during the course of each year.

Cautionary Statements

The Company Projections contain certain statements that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The Company Projections, while presented with numerical specificity, are necessarily based on a variety of estimates and assumptions and thus are subjective in many respects and subject to interpretation. Those estimates and assumptions concern future events and conditions that may not be realized and are inherently subject to significant business, economic, competitive, industry, regulatory, market and financial uncertainties, contingencies and risks (including those described in the section of this Proxy Statement entitled “CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS”), all of which are difficult to predict and many of which are beyond the Company’s control. Because the Company Projections cover multiple years, such information by its nature becomes less predictive with each successive year. Moreover, events and circumstances occurring subsequent to the date on which the Company Projections were prepared may be different from those assumed, or, alternatively, may have been unanticipated, and thus the occurrence of these events may affect financial results in a materially adverse or materially beneficial manner. Accordingly, no assurance can be given concerning the accuracy of the Company Projections or the Company’s ability to achieve the projected results, inasmuch as some assumptions inevitably will be incorrect. Actual financial results may differ materially from the expectations expressed or implied by the Company Projections.

Other than providing revenue guidance and updates of such guidance when appropriate for the current fiscal year, the Company generally does not make public disclosures, or include in its reports filed with, or furnished to, the SEC or the ISA, information about its anticipated financial position, results of operations or other prospective financial statement information, or assumptions or estimates about prospective financial statement information, such as the Company Projections described below, and does not plan to do that unless otherwise required by applicable law. The Company Projections were not prepared with a view towards public disclosure or compliance with any guidelines for prospective financial statements, whether published by the American Institute of Certified Public Accountants or otherwise, or the rules and regulations of the SEC or the ISA, and by their nature are not financial statements prepared in accordance with IFRS or U.S. Generally Accepted Accounting Principles (U.S. GAAP). The Company’s independent accountants have neither examined nor compiled the Company Projections and accordingly do not express an opinion or any other form of assurance with respect to the Company Projections, assume no responsibility for the Company Projections and disclaim any association with the Company Projections.

The Company has not updated and does not intend to update, or otherwise revise, the Company Projections or underlying assumptions to reflect circumstances existing since their preparation or to reflect the occurrence of future events, even if any or all of the assumptions on which the Company Projections are based on or are shown to be in error. Furthermore, the Company does not intend to update or revise the Company Projections to reflect changes in general economic or industry conditions. Accordingly, no undue reliance should be placed on any such assumptions, and actual financial results may differ materially from the expectations expressed or implied by the Company Projections. In addition, the Company is including in this Proxy Statement a summary of the Company Projections for the Company on a standalone basis, without giving effect to the Merger or the effect of any business or strategic decisions or actions that would likely have been taken if the Merger Agreement had not been executed, but that were instead altered, accelerated, postponed or not taken in anticipation of the Merger, in order to give the Company’s shareholders access to certain nonpublic information provided to the Board, to the Company’s financial advisors and to Parent for purposes of considering and evaluating a potential acquisition of the Company. Furthermore, the Company Projections do not take into account the effect on the Company of the possible failure of the Merger to be consummated. The inclusion of the Company Projections should not be regarded as an indication that the Company, the Board or any other recipient of this information considered, or now considers, it to be an assurance of the achievement of future results or an accurate prediction of future results, and it should not be relied on as such.

Summary of Company Projections

Subject to the foregoing qualifications, the following tables present a summary of the Company Projections. The summary of the Final Five Years Plan described below was the most recent financial information made available to Piper Sandler in connection with its financial analyses summarized above under “The Merger—Fairness Opinion of Piper Sandler” reviewed with, and issued verbally to, the Board at a meeting held on September 9, 2021 in connection with its evaluation of the Merger, and later confirmed in a written opinion dated September 9, 2021 and a letter dated September 12, 2021.

Non-IFRS Five Years Plan (U.S. dollars in millions)

For purposes of the Five Years Plan the above, Non-IFRS financial measures for operating loss exclude: (i) share-based payments; (ii) depreciation and amortization of property and equipment and intangible assets; (iii) change in provision for doubtful and bad debt; (iv) non-recurring expenses related to relocating production facilities to a new location; and (v) other non-recurring expenses.

Non-IFRs Final Five Years Plan (U.S. dollars in millions)

For purposes of the Final Five Years Plan, the above Non-IFRS financial measures for operating loss exclude: (i) share-based payments; (ii) depreciation and amortization of property and equipment and intangible assets; (iii) change in provision for doubtful and bad debt; (iv) non-recurring expenses related to relocating production facilities to a new location; and (v) other non-recurring expenses.

Use of Non-IFRS Measures

The summary of the Company Projections above include forecasts of Non-IFRS operating income (loss) among other things. Reconciliations of the summary of Company Projections to IFRS are not provided because there is inherent difficulty and uncertainty in estimating or predicting the various components of each corresponding IFRS measure, which components could significantly impact such financial measure. In addition, when planning, forecasting and analyzing future periods, Company does so primarily on a Non-IFRS basis without preparing an IFRS analysis since preparing such an analysis would require estimates for various reconciling items that would be difficult to predict with reasonable accuracy.

Fairness Opinion of Piper Sandler & Co.

Pursuant to an engagement letter dated August 16, 2021 (which superseded an engagement letter dated June 1, 2020, with respect to the abandoned transaction with Party A described in “The Merger- Background of the Merger”), the Company retained Piper Sandler as its exclusive financial advisor with respect to the potential sale of control of the Company (whether through one or a series of related transactions) and, if requested, to deliver its opinion as to the fairness, from a financial point of view, to the holders of Ordinary Shares (including those represented by ADSs) of the consideration to be received pursuant to such a transaction. At a meeting of the Board held on September 9, 2021, Piper Sandler issued its oral opinion to the Board, later confirmed in a written opinion dated September 9, 2021, that, based upon and subject to the assumptions, procedures, considerations and limitations set forth in the written opinion and based upon such other factors as Piper Sandler considered relevant: (i) the Per Share Merger Consideration is fair, from a financial point of view, to the holders of Ordinary Shares issued and outstanding prior to the Effective Time (other than Excluded Shares) and (ii) the Per ADS Merger Consideration is fair, from a financial point of view, to the holders of ADSs issued and outstanding prior to the Effective Time (other than Excluded Shares), in each case, as of the date of the opinion. On September 12, 2021, Piper Sandler delivered a letter addressed to the Board, as of 8:00 am U.S. CT, confirming that no facts or circumstances had come to its attention since September 9, 2021 that would cause Piper Sandler to change its opinion or assumptions set forth in its written opinion dated September 9, 2021.

The full text of the written opinion of Piper Sandler, dated September 9, 2021, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Piper Sandler in rendering its opinion, as well as the September 12, 2021 letter, are attached as Annex B. The Piper Sandler opinion addresses only the fairness, from a financial point of view and only as of the date of the opinion, of the Per Share Merger Consideration and the Per ADS Merger Consideration, to holders of the Ordinary Shares and ADSs, respectively, as set forth in the Merger Agreement. Piper Sandler’s opinion was directed solely to the Board in connection with its consideration of the Merger Agreement and was not intended to be, and does not constitute, a recommendation to any holder of Ordinary Shares or ADSs as to how such holder should act with respect to the Merger or any other matter. Piper Sandler’s opinion was approved for issuance by the Piper Sandler Opinion Committee, and Piper Sandler has consented to the disclosure of its opinion in this Proxy Statement.

In connection with rendering the opinion described above and performing its financial analyses, Piper Sandler, among other things:

The following is a summary of the material financial analyses performed by Piper Sandler in connection with the preparation of its fairness opinion, which was reviewed with, and issued verbally to the Board at a meeting held on September 9, 2021, and later confirmed in a written opinion dated September 9, 2021. The preparation of analyses and a fairness opinion is a complex analytic process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, this summary does not purport to be a complete description of the analyses performed by Piper Sandler or of its presentation to the Board on September 9, 2021. You are urged to, and should, read the Piper Sandler opinion in its entirety, as well as its September 12, 2021 letter, and this summary is qualified in its entirety by the written opinion of Piper Sandler, attached with the September 12, 2021 letter as Annex B hereto, which are incorporated herein.

This summary includes information presented in tabular format, which tables must be read together with the text of each analysis summary and considered as a whole in order to fully understand the financial analyses presented by Piper Sandler. The tables alone do not constitute a complete summary of the financial analyses. The order in which these analyses are presented below, and the results of those analyses, should not be taken as any indication of the relative importance or weight given to these analyses by Piper Sandler or the Board. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before September 7, 2021, and is not necessarily indicative of current market conditions.

For purposes of its analyses, Piper Sandler calculated (i) the Company’s equity value implied by the aggregate Merger Consideration to be approximately $539 million,¹ based on approximately 521 million Ordinary Shares (including Ordinary Shares underlying outstanding ADSs) and Ordinary Share equivalents estimated to be outstanding as of August 31, 2021, consisting of in-the-money options and warrants (calculated using the treasury stock method), and restricted and performance share awards, and (ii) the Company’s enterprise value (for the purposes of this analysis, implied enterprise value equates to implied equity value less cash and cash equivalents of $73 million plus total debt of $11 million as of June 30, 2021, referred to as “EV”) to be approximately $476 million. The foregoing calculations assume an exchange rate of 3.202 NIS per U.S. $1.00 (as of September 7, 2021). The EV implies a 9.9x multiple relative to the last twelve (12) month standalone revenue of the Company, measured from July 1, 2020 through June 30, 2021.

Financial Analyses

Historical Company Trading Analysis. Piper Sandler analyzed the aggregate Merger Consideration to be paid to the holders of Ordinary Shares and ADSs pursuant to the Merger Agreement in relation to (1) the closing price per ADS on September 7, 2021, the last full trading day included in Piper Sandler’s presentation to the Board on September 9, 2021, (2) the closing price per ADS for the one (1)-day, one (1)-week, and four (4)-week trading days prior to September 7, 2021, (3) the high and low prices for the 52-week period ended on September 7, 2021 and (4) the volume weighted average price (“VWAP”) for the preceding thirty (30)-trading day period ended September 7, 2021 For purposes of the analysis, the VWAP is calculated based off of each trading day’s closing share price and trading volume. The analysis indicated that the aggregate Merger Consideration to be paid to the holders of Ordinary Shares and ADSs pursuant to the Merger Agreement represented:

¹ Subsequent to the delivery of its oral opinion on September 9, 2021, Company management provided updated warrant exercise information to Piper Sandler. Using that information, and a more current exchange rate between the NIS and the USD. Piper Sandler recalculated the aggregate Merger Consideration to be approximately $538 million. Piper Sandler deemed this difference to be immaterial to its analysis and opinion, and, as described above, subsequently delivered its confirmation letter to the Board of the Company on September 12, 2021.

Selected Public Companies Analysis

Medical Technology – Financial Profile

Piper Sandler reviewed certain publicly available financial and stock market information of the Company and the following selected companies in the medical technology industry that are listed and publicly traded on the U.S. stock markets and that Piper Sandler deemed relevant. Piper Sandler selected companies based on information obtained by searching SEC filings, publicly available disclosures and company presentations, press releases, and other sources and by applying the following criteria:

Based on these criteria, Piper Sandler identified and analyzed the following eight (8) selected companies:

For the selected public companies analysis, Piper Sandler calculated the following valuation multiples for the Company, including as implied by the aggregate Merger Consideration, and the selected companies:

Financial data of the selected companies were based on publicly available research analysts’ estimates, public filings, press releases and other publicly available information. Financial data of the Company was based on publicly available information and the Company projections furnished to Piper Sandler by Company management.

The results of this analysis are summarized as follows:

² Multiples are based on EV.

No company utilized in the selected public companies analysis is identical to the Company. In evaluating the selected companies, Piper Sandler made professional judgments and assumptions with regard to industry performance, general business, macroeconomic, market and financial conditions and other matters.

iRhythm Technologies, Inc. – Financial Profile

In addition to the foregoing analysis, Piper Sandler also applied the same analysis to an additional U.S. publicly traded medical technology company, iRhythm Technologies, Inc. (“iRhythm”), using financial data that was based on publicly available research analysts’ estimates, public filings, press releases and other publicly available information.

The results of this analysis are summarized as follows:

Similar to the other selected public companies, iRhythm is not identical to the Company. In evaluating iRhythm, Piper Sandler made professional judgments and assumptions with regard to industry performance, general business, macroeconomic, market and financial conditions and other matters.

Selected Precedent Transactions Analysis. 

Medical Technology – Financial Profile

Piper Sandler reviewed precedent transactions involving privately owned or publicly traded target companies in the medical technology industry that Piper Sandler deemed relevant. Piper Sandler selected these transactions based on information obtained by searching SEC filings, publicly available disclosures and company presentations, press releases, and other sources and by applying the following criteria:

³ Multiples are based on EV.

Based on these criteria, Piper Sandler identified and analyzed the following six (6) selected transactions ordered by reverse chronological order:

Piper Sandler reviewed transaction enterprise values of the selected transactions for the target involved in such transactions plus total debt, preferred equity and noncontrolling interests (as applicable) less total cash and cash equivalents. Piper Sandler then calculated each of those transaction enterprise values as a multiple of: (i) LTM revenue, (ii) FTM revenue, (iii) LTM gross profit and (iv) FTM gross profit, in each case, where LTM and FTM were determined as of the applicable announcement dates of such transactions.

Financial data of the selected transactions were based on publicly available research analysts’ estimates, public filings, press releases, other publicly available information and other sources. Financial data of the Company were based on publicly available information and the Company projections furnished to Piper Sandler by Company management. LTM revenues and LTM gross profit for the Company were based on historical financial data for the twelve (12) months ended June 30, 2021. Projected FTM revenues and FTM gross profit for the Company were for the twelve (12) months beginning June 30, 2021, and were based on estimates provided by the Company’s management team.

The results of this analysis are summarized as follows:

Remote Cardiac Monitoring – Financial Profile

In addition, Piper Sandler also selected three (3) recent precedent transactions involving target companies in the remote cardiac monitoring industry that Piper Sandler deemed relevant. All three (3) transactions were announced between December 18, 2020 and January 21, 2021.

The transactions selected are as follows, in reverse chronological order:

⁴ Multiples are based on EV.

Piper Sandler applied the same analysis to these transactions as was used in the preceding six (6) transactions described above. The results of this analysis are summarized as follows:

No transaction utilized in the selected precedent transactions analysis is identical to the Company. In evaluating the selected transactions, Piper Sandler made judgments and assumptions with regard to industry performance, general business, macroeconomic, market and financial conditions and other matters.

Discounted Cash Flow Analysis. Using a discounted cash flow analysis, Piper Sandler calculated an estimated range of theoretical values for the Company based on the net present value of (i) projected unlevered free cash flows from the second (2^nd) half of fiscal 2021, consisting of the third and fourth (4^th) fiscal quarters 2021, to fiscal year 2030 (the fiscal years 2026 to 2030 projections being referred to herein as the “Longer Range Projections”), discounted back to June 2021, based on the Company Projections furnished to Piper Sandler by the Company management (see “The Merger— Management Internal Financial Projections” above) or, with respect to the Longer Range Projections, prepared by Piper Sandler, discussed with the Company’s management, reviewed by the Company’s management at a high level and confirmed by the Company’s management thereafter for Piper Sandler’s use solely for the purpose of performing a discounted cash flow, plus (ii) a terminal value at fiscal year 2030, based upon perpetuity growth rates, discounted back to June 2021. The unlevered free cash flows for each year were calculated from the Company projections as: adjusted EBITDA less depreciation and amortization, less income tax expense, plus depreciation and amortization, plus stock-based compensation, less capital expenditures and less the change in net working capital. Piper Sandler assumed a 23% income tax rate (i.e., the Israeli corporate tax rate), which was partially offset (through 2027) in Piper Sandler’s analysis by the Company’s net operating loss benefit at June 30, 2021. Such Longer Range Projections were prepared by Piper Sandler, discussed with the Company’s management, reviewed by the Company’s management at a high level and confirmed by the Company’s management thereafter for Piper Sandler’s use solely for the purpose of performing a discounted cash flow. In addition, Piper Sandler used assumption that the annual change in working capital was equal to 10.0% of the annual change in revenue for purposes of its discounted cash flow analysis. The Longer Range Projections are as follows: