All amounts in this press release are in
Canadian dollars.
QUÉBEC CITY, QC,
Oct. 10,
2023 /CNW/ - OpSens Inc. ("OpSens" or
the "Corporation") (TSX: OPS) (OTCQX: OPSSF), a medical
device cardiology-focused company delivering innovative solutions
based on its proprietary optical
technology, today announces that it has entered into a
definitive arrangement agreement (the "Arrangement Agreement")
with Haemonetics Corporation ("Haemonetics") (NYSE: HAE), a
global healthcare company, and 9500-7704 Québec Inc., a
wholly-owned subsidiary of Haemonetics ("AcquireCo" and,
collectively with Haemonetics, the "Purchaser Parties"), whereby
Haemonetics will indirectly acquire (the "Transaction") all of the
issued and outstanding common shares in the capital of OpSens (the
"Shares").
OpSens' board of directors (the "Board") unanimously approved
the Transaction and recommends that holders of Shares (the
"Shareholders") vote in favour of the Transaction.
The transaction creates compelling benefits for OpSens and
its stakeholders, including:
- OpSens' Shareholders receive substantial premium to market
price. Haemonetics' offer of $2.90 per Share in cash (the "Consideration"), is
a premium of 68% premium to OpSens' 10-day volume-weighted average
price and a premium of 50% to the closing price of $1.93 on the Toronto Stock Exchange as of
October 6, 2023. The Transaction
values OpSens at approximately $345
million, on a fully diluted equity basis.
- Synergies between OpSens' portfolio and Haemonetics'
hospital-based products will drive improvements in patient
care. Key OpSens products include the OptoWire, a guidewire
designed to help in the diagnosis and treatment of fractional flow
reserve, and the recently released SavvyWire, a minimalist approach
guidewire for transcatheter valve replacement procedures (TAVR).
These products provide significant synergies with Haemonetics'
products like VASCADE and VASCADE MVP, catheter-based vascular
access site closure devices generally used in interventional
cardiology, electrophysiology, and peripheral vascular procedures.
This enriched portfolio helps advance key procedures, allowing
patients to leave the hospital earlier, sometimes the same day.
- Opsens' unique expertise in R&D and production coupled
with Haemonetics' commercial and manufacturing scale will drive
adoption of products globally. OpSens has developed substantial
technical expertise and manufacturing capabilities, particularly as
it relates to Fidela, OpSens' second-generation fiber optic sensor.
As fiber optic sensing is a novel technology for Haemonetics,
Opsens' expertise and skill will support growth in the products.
OpSens' products have already demonstrated commercial success and
combining them with Haemonetics' extensive existing commercial and
manufacturing infrastructure will accelerate customer access.
Furthermore, Haemonetics' presence in high-growth international
markets will enable OpSens to further penetrate these regions.
"After a substantial strategic review, we have concluded that
this Transaction is in the best interest of OpSens and our
Shareholders. We are pleased to have reached an agreement
that provides immediate and fair value to our Shareholders. In
addition to the attractive premium offered to OpSens' Shareholders,
Haemonetics appreciates the significance of OpSens' Québec roots
that has been an important foundation for the Corporation," said
Alan Milinazzo, Executive Chairman
of the Board.
"This Transaction will create value for our Shareholders and is
a testament to the quality of the team's work over the years, the
added value of our products, and the potential for the years to
come. The integration within Haemonetics should enhance the
benefits for OpSens' products with access to a world-class sales
network, while capitalizing on the specialized production and
R&D expertise of OpSens. From design to production, OpSens'
expertise and knowledge are recognized by clinicians, hospitals and
device industry suppliers and OpSens' innovative products will be a
valuable addition to Haemonetics' existing product line," said
Louis Laflamme, President and Chief
Executive Officer of the Corporation.
"With the acquisition of OpSens, we expand our leadership in
interventional cardiology and strengthen our foundation for
additional growth and diversification. By leveraging OpSens'
proprietary optical sensor technology, our global commercial
infrastructure, and our relationships with the top US hospitals
performing TAVR and PCI procedures, we have a powerful opportunity
to improve standards of care for more physicians and patients
worldwide. We are excited to welcome OpSens' talented team and look
forward to advancing our shared commitment to maximizing patient
benefits and value for our customers," said Stew Strong, President
Global Hospital business unit at Haemonetics.
The process and negotiation of the Transaction were supervised
by a special committee of OpSens' Board (the "Special Committee").
Both the Board and the Special Committee determined, after
receiving the fairness opinions of Piper
Sandler & Co. ("Piper Sandler") and
PricewaterhouseCoopers LLP ("PwC") and financial and legal advice,
that the Transaction is in the best interests of the Corporation
and is fair and reasonable to Shareholders. The Board also
unanimously recommends that Shareholders vote in favour of the
Transaction at the special meeting of Shareholders to be called to
approve the Transaction (the "Meeting").
All directors and officers of the Corporation who own Shares,
collectively holding approximately 4.75% of all issued and
outstanding Shares, have entered into customary support and voting
agreements pursuant to which they have agreed to vote all their
Shares at the Meeting in favour of the Transaction, subject to
certain conditions.
Fairness Opinions
Each of Piper Sandler, the
financial advisor to the Corporation, and PwC, the independent
financial advisor to the Special Committee, has provided an opinion
to the Board and the Special Committee, to the effect that, subject
to the assumptions, limitations and qualifications communicated to
the Board and the Special Committee, and to be set out in each of
Piper Sandler's and PwC's written
fairness opinions, as of October 9,
2023, the Consideration is fair, from a financial point of
view, to Shareholders.
Additional Transaction
Details
The Transaction will be implemented by way of statutory plan of
arrangement under the Business Corporations Act (Québec) and
is subject to court approval, after considering the procedural and
substantive fairness of the Transaction, and the approval of at
least 66⅔% of the votes cast by Shareholders present in person or
by proxy at the Meeting. In addition, the Transaction is subject to
certain regulatory approvals.
The Arrangement Agreement provides for customary deal-protection
provisions, including a non-solicitation covenant with customary
"fiduciary out" provisions and a right for the Purchaser Parties to
match any Superior Proposal (as defined in the Arrangement
Agreement). The Arrangement Agreement contains other customary
representations, warranties, covenants and closing conditions. A
termination fee of approximately $12
million is payable to the Purchaser Parties by the
Corporation, and the Purchaser Parties shall reimburse the
Corporation for its expenses, in each case in the circumstances set
forth in the Arrangement Agreement.
The Transaction is expected to close by the end of January 2024, subject to satisfaction of
customary closing conditions.
Upon closing of the Transaction, the Purchaser Parties intend to
cause the Shares to be delisted from the Toronto Stock Exchange and
to be withdrawn from the OTCQX designation, and to cause the
Corporation to submit an application to cease to be a reporting
issuer under applicable Canadian securities laws.
Additional details regarding the terms and conditions of the
Transaction, the rationale for the recommendations made by the
Special Committee and the Board, the fairness opinions, and how
Shareholders can participate in and vote at the Meeting, will be
set out in OpSens' management information circular to be prepared
and made available to Shareholders in connection with the Meeting
on SEDAR+ at www.sedarplus.ca and on the Corporation's website
at www.OpSens.com. Copies of the Arrangement Agreement, the voting
and support agreements, the management information circular and
proxy materials in respect of the Meeting will be filed by the
Corporation under its profile on SEDAR+ at www.sedarplus.ca.
Advisors
Norton Rose Fulbright Canada LLP is legal counsel to OpSens and
DLA Piper is legal counsel to the Purchaser Parties.
Piper Sandler is acting as
exclusive financial advisor to OpSens and PwC is acting as
independent financial advisor to the Special Committee. Goldman
Sachs & Co. LLC is acting as exclusive financial advisor to the
Purchaser Parties.
About OpSens Inc. (www.OpSens.com
or www.OpSensmedical.com)
OpSens focuses mainly on cardiology. The Corporation offers an
advanced optical-based pressure guidewire that aims at improving
the clinical outcome of patients with coronary artery disease. Its
flagship product, the OptoWire, is a second-generation fiber optic
pressure guidewire designed to provide the lowest drift in the
industry and excellent lesions access. The OptoWire has been used
in the diagnosis and treatment of more than 250,000 patients in
more than 30 countries. It is approved for sale in the U.S., the
European Union, the United
Kingdom, Japan and
Canada.
OpSens has recently received FDA clearance and Health Canada
approval to commercialize the SavvyWire for transcatheter aortic
valve replacement procedures (TAVR). This unique guidewire is a
3-in-1 solution for stable aortic valve delivery and positioning,
continuous accurate hemodynamic measurement during the procedure,
and reliable left ventricular pacing without the need for adjunct
devices or venous access.
OpSens' SavvyWire is on trend with a minimalist approach to TAVR
and advances the procedure, allowing patients to leave the hospital
earlier, sometimes the same day.
The TAVR procedure is growing rapidly globally, driven by
the aging population and recent studies that demonstrate its
benefits for a broader array of patients. The global TAVR market is
expected to reach over 400,000 procedures in 2025 and over 600,000
procedures in 2030.
OpSens is also involved in industrial activities in developing,
manufacturing, and installing innovative fiber optic sensing
solutions for critical applications.
About Haemonetics
Haemonetics is a global healthcare company dedicated to
providing a suite of innovative medical products and solutions for
customers, to help them improve patient care and reduce the cost of
healthcare. Haemonetics' technology addresses important medical
markets: blood and plasma component collection, the surgical suite,
and hospital transfusion services. To learn more about Haemonetics,
visit www.haemonetics.com.
Cautionary Note and
Forward-Looking Statements
This press release contains "forward-looking information" and
"forward-looking statements" within the meaning of applicable
securities legislation (collectively, "forward-looking statements")
which are based upon the Corporation's current internal
expectations, estimates, projections, assumptions and beliefs.
Words such as "expect," "believe", "plan", "project", "assume",
"likely", "may," "will," "should," "intend," or "anticipate",
"potential", "proposed", "estimate" and other similar words or the
negative or comparable terminology, as well as terms usually used
in the future and conditional, are intended to identify
forward-looking statements, although not all forward-looking
statements include such words. No assurance can be given that the
expectations in any forward-looking statement will prove to be
correct and, as such, the forward-looking statements included
herein should not be unduly relied upon. Forward-looking statements
include estimates, plans, expectations, opinions, forecasts,
projections, targets, guidance, or other statements that are not
statements of fact. Forward-looking statements may include, but are
not limited to, statements and comments with respect to the
rationale of the Special Committee and the Board for entering into
the Arrangement Agreement, the expected benefits of the
Transaction, the terms and conditions of the Arrangement Agreement,
the Consideration and premium to be received by Shareholders, the
anticipated timing and the various steps to be completed in
connection with the Transaction, including receipt of Shareholder,
regulatory and court approvals, the anticipated timing of closing
of the Transaction, the anticipated delisting of the Shares from
the Toronto Stock Exchange, the withdrawal of the Shares from the
OTCQX designation and the Corporation ceasing to be a reporting
issuer under Canadian securities laws.
Information contained in forward-looking statements is based
upon certain material assumptions that were applied in
drawing a conclusion or making a forecast or projection, including
management's perceptions of historical trends, current conditions
and expected future developments, as well as other considerations
that are believed to be appropriate in the circumstances, as well
as, without limitation: that the Transaction will be completed on
the terms currently contemplated, and in accordance with the timing
currently expected; that all conditions to the completion of the
Transaction, including court, Shareholder and regulatory approval
of the Transaction, will be satisfied or waived and the Arrangement
Agreement will not be terminated prior to the completion of the
Transaction; and various assumptions and expectations related to
premiums to the trading price of Shares and returns to
Shareholders.
Forward-looking statements, by their nature, require the
Corporation to make certain assumptions and necessarily involve
known and unknown risks and uncertainties that could cause actual
results to differ materially from those expressed or implied in the
forward-looking statements contained herein. Forward-looking
statements are not guarantees of performance. Moreover, the
proposed Transaction could be modified or the Arrangement Agreement
terminated in accordance with its terms. Actual results may differ
from those expressed or implied in the forward-looking statements
contained herein to due to, without limitation: (a) the failure of
the parties to obtain any necessary regulatory approvals or the
required Shareholder and court approvals or to otherwise satisfy
the conditions to the completion of the Transaction, and failure of
the parties to obtain such approvals or satisfy such conditions in
a timely manner; (b) the Arrangement Agreement restricts the
Corporation from taking specified actions until the Transaction is
completed without the Purchaser Parties' consent, which may prevent
the Corporation from pursuing or attracting business opportunities;
(c) the ability of the Board to consider and approve a Superior
Proposal, in accordance with and subject to the restrictions
provided in the Arrangement Agreement; (d) significant Transaction
costs or unknown liabilities; (e) litigation relating to the
Transaction may be commenced which may prevent, delay or give rise
to significant costs or liabilities; (f) the Arrangement Agreement
may be terminated prior to its consummation; (g) the Corporation
may be required to pay a termination fee to the Purchaser Parties
in certain circumstances if the Transaction is not completed or if
the Arrangement Agreement is terminated by the Corporation to
accept a Superior Proposal; (h) directors and officers of the
Corporation may have interests in the Transaction that may be
different from those of Shareholders generally; (i) the focus of
management's time and attention on the Transaction may detract from
other aspects of the Corporation's business; (j) the tax
treatment of the Transaction may be subject to uncertainties; (k)
general economic conditions; (l) the market price of the Shares may
be materially adversely affected if the Transaction is not
completed or its completion is materially delayed, and (m) failure
to realize the expected benefits of the Transaction.
Information contained in forward-looking statements is based
upon certain material assumptions that were applied in drawing a
conclusion or making a forecast or projection, including
management's perceptions of historical trends, current conditions
and expected future developments, as well as other considerations
that are believed to be appropriate in the circumstances. The
Corporation considers these assumptions to be reasonable based on
all currently available information but cautions the reader that
these assumptions regarding future events, many of which are beyond
its control, may ultimately prove to be incorrect since they are
subject to risks and uncertainties that affect the Corporation and
its business.
Failure to obtain any necessary regulatory approvals or the
required Shareholder and court approvals, or failure of the parties
to otherwise satisfy the conditions to the completion of the
Transaction may result in the Transaction not being completed on
the proposed terms, or at all. If the Transaction is not completed,
and the Corporation continues as a publicly-traded entity, there
are risks that the announcement of the Transaction and the
dedication of substantial resources of the Corporation to the
completion of the Transaction could have an impact on its business
and strategic relationships (including with future and prospective
employees, customers, suppliers and partners), operating results
and activities in general, and could have a material adverse effect
on its current and future operations, financial condition and
prospects. Furthermore, pursuant to the terms of the Arrangement
Agreement, the Corporation may, in certain circumstances, be
required to pay a fee to the Purchaser Parties, the result of which
could have an adverse effect on its financial position. The
Corporation cautions that the foregoing list of factors is not
exhaustive. Additional information about the risk factors to which
the Corporation is exposed to is provided in the Corporation's
Annual Information Form dated November 21,
2022, which is available on SEDAR+ (www.sedarplus.ca).
Although the Corporation has attempted to identify important
factors that could cause actual results to differ materially from
those contained in forward-looking statements, there may be other
factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that such statements will prove
to be accurate, as actual results and future events could differ
materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking
statements.
The forward-looking statements contained in this press release
are expressly qualified in their entirety by the foregoing
cautionary statements. The forward-looking statements set forth
herein reflect the Corporation's expectations as of the date
hereof, and are subject to change after this date. The
Corporation disclaims any intention or obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, other than as required by
law.
This press release shall not constitute an offer to purchase
or a solicitation of an offer to sell any securities, or a
solicitation of a proxy of any securityholder of any person in
any jurisdiction. Any offers or solicitations will be made in
accordance with the requirements under applicable law. Shareholders
are advised to review any documents that may be filed with
securities regulatory authorities and any subsequent announcements
because they will contain important information regarding the
Transaction and the terms and conditions thereof. The circulation
of this press release and the Transaction may be subject to a
specific regulation or restrictions in some countries.
Consequently, persons in possession of this press release must
familiarize themselves and comply with any restrictions that may
apply to them.
SOURCE OpSens Inc.