Independent Proxy Advisory Firm ISS Recommends Shareholders Vote “FOR” OpSens Inc. Plan of Arrangement with Haemonetics Corporation
INDEPENDENT PROXY ADVISORY FIRM ISS RECOMMENDS SHAREHOLDERS VOTE “FOR”
OPSENS INC. PLAN OF ARRANGEMENT WITH HAEMONETICS CORPORATION
All amounts in this press release are in Canadian dollars.
• Leading independent proxy advisor says cash offer provides meaningful 50.3% premium to OpSens Inc.’s unaffected share price
• Shareholders are encouraged to vote early, ahead of the deadline of 10 a.m. (Montréal time) on Wednesday, November 29, 2023
• For any questions or assistance, contact Kingsdale Advisors at 1‐888‐327‐0819 (toll‐free in North America) or 647‐251‐9709 (text and call enabled outside North America) or by email at
Québec City, Québec, November 13, 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 that Institutional Shareholder Services Inc. (“ISS”) has recommended holders (the “Shareholders”) of common shares in the capital of OpSens (the “Shares”) vote FOR the previously announced indirect acquisition by Haemonetics Corporation (“Haemonetics”) (NYSE:HAE) of all of the issued and outstanding Shares of OpSens for $2.90 in cash per Share, pursuant to a statutory plan of arrangement (the “Arrangement”) under the Business Corporations Act (Québec). The Arrangement is to be voted on at the special meeting of Shareholders to be held on December 1, 2023 (the “Meeting”).
ISS is a leading independent proxy voting and corporate governance advisory firm whose recommendation may influence how certain pension funds, investment managers, mutual funds, and other institutional shareholders vote.
ISS recommended to “Vote FOR this resolution as the offer represents a significant premium to the unaffected price and the valuation appears credible. Shareholders will be provided certain and immediate cash value. Non-approval risk remains elevated given share price performance relative to benchmark indices since announcement and material execution risks inherent to the company’s standalone plan.”
In reaching its recommendation, ISS stated, among other things: “The special committee was […] able to negotiate for substantially improved financial terms to the offer.”
Welcoming the favourable recommendation, Louis Laflamme, President and Chief Executive Officer of the Corporation commented: “We are pleased that a leading proxy advisor, ISS, has endorsed the Arrangement and encourages all OpSens Shareholders to vote FOR the plan of arrangement in advance of the proxy voting cut off on November 29, 2023.”
Act Now. The deadline for Shareholders to vote FOR the Arrangement is 10 a.m. (Montréal time) on Wednesday, November 29, 2023.
OpSens’ board of directors (the “Board”), after receiving legal and financial advice and a unanimous recommendation from the special committee of the Board comprised entirely of independent directors (the “Special Committee”), unanimously determined that the Arrangement is in the best interests of OpSens and is fair and reasonable to the Shareholders and recommends unanimously that Shareholders vote FOR the special resolution approving the Arrangement at the Meeting.
Completion of the Arrangement is subject to the approval by at least 66 ⅔% of the votes cast by the Shareholders present virtually or represented by proxy at the Meeting, as well as other customary conditions including certain regulatory approvals and the issuance of a final order by the Québec Superior Court. It is currently expected that the Arrangement will be completed by the end of January 2024.
The terms of the Arrangement and the arrangement agreement between the Corporation, Haemonetics and 9500-1744 Québec Inc. (collectively with Haemonetics, the “Purchaser Parties”) dated October 10, 2023 (the “Arrangement Agreement”) are further described in the Management Information Circular (the “Circular”) and related materials for the Meeting, all of which are available under the Corporation’s profile on SEDAR+ at www.sedarplus.ca and on OpSens’ website at www.opsens.com.
Shareholder Questions and Assistance
If you have any questions or need assistance voting, contact Kingsdale Advisors using your preferred method of communication:
• Call 1‐888‐327‐0819 (toll-free in North America)
• Call 647‐251‐9709 (text and call enabled outside North America)
OpSens has retained Kingsdale Advisors as its strategic advisor and investor campaign advisor.
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 rationale of the Special Committee and the Board for entering into the Arrangement Agreement, the expected benefits of the Arrangement, 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 Arrangement, including receipt of Shareholder, regulatory and court approvals, 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, including court, Shareholder and regulatory approval of the Arrangement, will be satisfied or waived and the Arrangement Agreement will not be terminated prior to the completion of the Arrangement; 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 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 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 Arrangement, 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 Arrangement 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 Arrangement costs or unknown liabilities; (e) litigation relating to the Arrangement 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 Arrangement is not completed or if the Arrangement Agreement is terminated by the Corporation to accept a superior proposal, in accordance with and subject to the restrictions provided in the Arrangement Agreement; (h) directors and officers of the Corporation may have interests in the Arrangement that may be different from those of Shareholders generally; (i) the focus of management’s time and attention on the Arrangement may detract from other aspects of the Corporation’s business; (j) the tax treatment of the Arrangement may be subject to uncertainties; (k) general economic conditions; (l) the market price of the Shares may be materially adversely affected if the Arrangement is not completed or its completion is materially delayed, and (m) failure to realize the expected benefits of the Arrangement.
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 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 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 are 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.
About OpSens Inc. (www.OpSens.com or www.OpSensmedical.com)
OpSens focuses mainly on cardiology. The Company 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 (TAVI). 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, Chief Executive Officer, 418.781.0333
John Hannigan, FCA, Chief Financial Officer, 418.781.0333
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 Arrangement and the terms and conditions thereof. The circulation of this press release and the Arrangement 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.