OPSENS RECEIVES FINAL ORDER FOR ARRANGEMENT WITH HAEMONETICS
All amounts in this press release are in Canadian dollars.
QUÉBEC CITY, Dec. 8, 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, announces that the Superior Court of Québec issued a final order today in connection with the previously announced acquisition by Haemonetics Corporation (NYSE: HAE) of all of the issued and outstanding common shares in the capital of OpSens (the "Shares") for $2.90 in cash per Share, pursuant to a statutory plan of arrangement (the "Arrangement") under the Business Corporations Act (Québec).
It is anticipated that the Arrangement will be completed on or about December 12, 2023, subject to the satisfaction of customary closing conditions. It is expected that trading of the Shares will cease in the public market and the Shares will be delisted from the Toronto Stock Exchange and withdrawn from the OTCQX designation, and that the Corporation will apply to cease to be a reporting issuer under Canadian securities laws, in each case shortly after completion of the Arrangement.
The terms of the Arrangement and the arrangement agreement between the Corporation, Haemonetics Corporation and 9500-7704 Québec Inc. dated October 10, 2023 (the "Arrangement Agreement") are further described in the Management Information Circular and related materials for the special meeting of shareholders of the Corporation held in connection with the Arrangement, all of which are available under the Corporation's profile on SEDAR+ at www.sedarplus.ca.
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," "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 terms and conditions of the Arrangement Agreement, the anticipated timing of closing of the Arrangement, 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 Arrangement will be completed on the terms currently contemplated and in accordance with the timing currently expected; that all conditions to the completion of the Arrangement will be satisfied or waived and the Arrangement Agreement will not be terminated prior to the completion of the Arrangement; that the Shares will be delisted from the Toronto Stock Exchange and withdrawn from the OTCQX designation; and that the Corporation will cease to be a reporting issuer under Canadian securities laws.
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 Arrangement 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 due to, without limitation: (a) the failure of the parties to satisfy the conditions to the completion of the Arrangement, or the failure of the parties to satisfy such conditions in a timely manner; (b) significant Arrangement costs or unknown liabilities; (c) litigation relating to the Arrangement may be commenced which may prevent or delay the Arrangement or give rise to significant costs or liabilities; (d) the Arrangement Agreement may be terminated prior to its consummation; (e) the Corporation may be required to pay a termination fee to Haemonetics Corporation and 9500-7704 Québec Inc. in certain circumstances if the Arrangement is not completed; (f) the focus of management's time and attention on the Arrangement may detract from other aspects of the Corporation's business; (g) general economic conditions; (h) the market price of the Shares may be materially adversely affected if the Arrangement is not completed or its completion is materially delayed; (i) failure to realize the expected benefits of the Arrangement; and (j) failure to have the Shares delisted from the Toronto Stock Exchange or withdrawn from the OTCQX designation, or the Corporation cease to be a reporting issuer, with the timing currently expected.
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 of the parties to satisfy the conditions to the completion of the Arrangement may result in the Arrangement not being completed on the proposed terms, or at all. If the Arrangement is not completed, and the Corporation continues as a publicly-traded entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources of the Corporation to the completion of the Arrangement 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 Haemonetics Corporation and 9500-7704 Québec Inc., 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 are provided in the Corporation's Annual Information Form dated November 21, 2023, 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.
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 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 in 2025 and over 600,000 in 2030.
OpSens is also involved in industrial activities in developing, manufacturing, and installing innovative fiber optic sensing solutions for critical applications.
SOURCE OpSens Inc.
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