MARLBOROUGH, Mass.,
Dec. 2, 2016 /PRNewswire/ -- Boston
Scientific Corporation (NYSE: BSX) today announced a definitive
agreement to acquire certain manufacturing assets and capabilities
of the Neovasc, Inc., (NASDAQ: NVCN) (TSX: NVC) advanced biological
tissue business, as well as a 15% equity stake in Neovasc, for a
total of $75 million in cash. The
Neovasc advanced biological tissue business makes elements used in
transcatheter heart valves, including the Boston Scientific Lotus™
Valve System.* Upon completion of the transaction, the
Neovasc advanced biological tissue capabilities will be integrated
into the Boston Scientific structural heart business for use in the
manufacturing of the Lotus valve and future heart valve
technologies.
"We continually seek ways to optimize our manufacturing
processes and enhance our product portfolio," said Ed Mackey, executive vice president, operations,
Boston Scientific. "The vertically integrated operational
capabilities resulting from this acquisition will strengthen our
structural heart pipeline and immediately benefit our Lotus valve
platform as we work to increase our market share in Europe and prepare for launch in the U.S.,
expected in late 2017."
The acquisition is expected to close by year-end 2016, subject
to customary closing conditions, and to be immaterial to Boston
Scientific earnings per share (EPS) in 2016 and 2017 on an adjusted
and GAAP basis.
Neovasc is a specialty medical device company that develops,
manufactures and markets products for the rapidly growing
cardiovascular marketplace, including the Tiara™
technology** in development for the transcatheter
treatment of mitral valve disease, and the Neovasc Reducer™
technology*** for the treatment of refractory
angina.
About Boston Scientific
Boston Scientific transforms
lives through innovative medical solutions that improve the health
of patients around the world. As a global medical technology leader
for more than 35 years, we advance science for life by providing a
broad range of high performance solutions that address unmet
patient needs and reduce the cost of healthcare. For more
information, visit www.bostonscientific.com and connect on Twitter
and Facebook.
*The Lotus Valve System is an investigational device in the
U.S., limited by law to investigational use and not available for
sale.
**The Tiara technology is an investigational device
in the U.S., Canada and
Europe, limited by law to
investigational use and not available for sale.
***The
Neovasc Reducer technology is CE Marked. It is under development in
the U.S, and not available for sale.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements may be identified by words like
"anticipate," "expect," "project," "believe," "plan," "estimate,"
"intend" and similar words. These forward-looking statements are
based on our beliefs, assumptions and estimates using information
available to us at the time and are not intended to be guarantees
of future events or performance. These forward-looking statements
include, among other things, statements regarding our earnings, our
product launches and product performance and impact. If our
underlying assumptions turn out to be incorrect, or if certain
risks or uncertainties materialize, actual results could vary
materially from the expectations and projections expressed or
implied by our forward-looking statements. These factors, in some
cases, have affected and in the future (together with other
factors) could affect our ability to implement our business
strategy and may cause actual results to differ materially from
those contemplated by the statements expressed in this press
release. As a result, readers are cautioned not to place undue
reliance on any of our forward-looking statements.
Factors that may cause such differences include, among other
things: future economic, competitive, reimbursement and regulatory
conditions; new product introductions; demographic trends; the
closing and integration of acquisitions; intellectual property;
litigation; financial market conditions; and future business
decisions made by us and our competitors. All of these factors are
difficult or impossible to predict accurately and many of them are
beyond our control. For a further list and description of these and
other important risks and uncertainties that may affect our future
operations, see Part I, Item 1A – Risk Factors in our most
recent Annual Report on Form 10-K filed with the Securities and
Exchange Commission, which we may update in Part II, Item 1A –
Risk Factors in Quarterly Reports on Form 10-Q we have filed
or will file hereafter. We disclaim any intention or obligation to
publicly update or revise any forward-looking statements to reflect
any change in our expectations or in events, conditions or
circumstances on which those expectations may be based, or that may
affect the likelihood that actual results will differ from those
contained in the forward-looking statements. This cautionary
statement is applicable to all forward-looking statements contained
in this document.
Use of Non-GAAP Financial Measures
To supplement our consolidated financial statements presented on a
GAAP basis, we disclose certain non-GAAP financial measures
including adjusted earnings per share. Adjusted earnings per share
excludes goodwill and intangible asset impairment charges;
acquisition-, divestiture-, litigation- and restructuring-related
charges and credits; certain discrete tax items and amortization
expense. Non-GAAP measures such as adjusted earnings per share are
not in accordance with generally accepted accounting principles in
the United States. The GAAP
financial measure most directly comparable to adjusted earnings per
share is GAAP earnings per share. The difference between our
estimated impact of the acquisition on our GAAP and adjusted
earnings per share relates to amortization expense on acquired
intangible assets and acquisition-related net charges, which
primarily include exit costs and other fees. These amounts are
excluded by the Company for purposes of measuring adjusted earnings
per share.
Management uses adjusted earnings per share along with other
supplemental non-GAAP measures to evaluate performance period over
period, to analyze the underlying trends in our business, to assess
its performance relative to its competitors, and to establish
operational goals and forecasts that are used in allocating
resources. Non-GAAP financial measures, including adjusted earnings
per share, should not be considered in isolation from or as a
replacement for GAAP financial measures. We believe that presenting
non-GAAP financial measures in addition to GAAP financial measures
provides investors greater transparency to the information used by
our management for its financial and operational decision-making
and allows investors to see our results "through the eyes" of
management. We further believe that providing this information
better enables our investors to understand our operating
performance and to evaluate the methodology used by management to
evaluate and measure such performance.
CONTACTS
Trish Backes
651-582-5887 (office)
Media
Relations
Boston Scientific
Corporation
Trish.Backes@bsci.com
Susie Lisa, CFA
508-683-5565 (office)
Investor Relations
Boston Scientific Corporation
investor_relations@bsci.com
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SOURCE Boston Scientific Corporation