Haemonetics Completes Acquisition of OpSens
Haemonetics Completes Acquisition of OpSens
All amounts in this press release are in Canadian dollars.
Québec City, Québec, December 12, 2023 – 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, is pleased to announce the successful completion of the previously announced acquisition by Haemonetics Corporation (“Haemonetics”) (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).
Consideration for the purchased Shares has been remitted to TSX Trust Company, as depositary under the Arrangement, and will be paid to former shareholders of OpSens as soon as reasonably practicable after the date hereof (or, in the case of registered shareholders, as soon as reasonably practicable after a properly completed and signed letter of transmittal is received by the depositary together with the share certificate(s) or DRS advice(s) representing Shares formerly held by them, if applicable).
As a result of the completion of the Arrangement, 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of the Shares will cease in the public market, and the Shares will be delisted from the Toronto Stock Exchange and withdrawn from the OTCQX designation, in each case, shortly after the date hereof. The Corporation will also apply to cease to be a reporting issuer under Canadian securities laws.
Registered shareholders of the Corporation are reminded to submit a properly completed and signed letter of transmittal, together with all required documents, including the share certificate(s) and/or DRS Advice(s) representing Shares formerly held by them, as applicable, to TSX Trust Company. Registered shareholders must submit such properly completed and signed letter of transmittal, together with all required documents, to TSX Trust Company in order to receive the consideration to which they are entitled for their Shares. Non-registered shareholders of the Corporation should carefully follow the instructions from the broker, investment dealer, bank, trust company, custodian, nominee or other intermediary that holds Shares on their behalf in order to ensure they receive the consideration to which they are entitled for their Shares.
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 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 consideration will be paid to shareholders of the Corporation, 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 in accordance with the timing currently expected.
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. Actual results may differ from those expressed or implied in the forward-looking statements contained herein due to, without limitation: (a) the timing of the payment of the consideration to shareholders of the Corporation may be delayed; and (b) 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.
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.
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.
For further information, please contact:
Louis Laflamme, CPA, President & Chief Executive Officer, 418.781.0333
John Hannigan, FCA, Chief Financial Officer, 418.781.0333