All amounts in this press release are in
Canadian dollars.
QUÉBEC CITY, Nov. 2, 2023
/CNW/ - OpSens Inc. ("OpSens" or the
"Corporation") (TSX: OPS) (OTCQX: OPSSF) announces
that the Québec Superior Court (the "Court") issued an interim
order (the "Interim Order") on October 31,
2023 in connection with the previously announced acquisition
by 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") 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). Among other
things, the Interim Order authorizes the Corporation to call, hold
and conduct a special meeting (the "Meeting") of holders (the
"Shareholders") of Shares to consider the Arrangement.
The Management Information Circular (the "Circular") and related
materials for the Meeting are available under the Corporation's
profile on SEDAR+ at www.sedarplus.ca and on OpSens' website at
www.opsens.com. OpSens expects to begin the distribution and
mailing of the Circular and related materials to Shareholders in
the coming days.
The Meeting
The Meeting will be held on December 1, 2023 at
10:00 a.m. (Montréal time) in virtual
only format via live audio webcast online at
https://web.lumiagm.com/465598996; password: opsens2023 (case
sensitive). Shareholders of record at the close of business on
October 25, 2023 will be entitled to receive notice of, and to
vote at, the Meeting. Shareholders and their duly appointed
proxyholders will be able to attend, ask questions and vote at the
Meeting online following the instructions contained in the
Circular. Shareholders will have an equal opportunity to attend the
Meeting online regardless of their geographic location. The
Circular, which Shareholders are expected to receive in the coming
days, provides information on, among other things, the Arrangement
and voting procedures.
Board of Directors'
Recommendations and Key Stakeholder Support
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, for the
reasons set out in the Circular, that Shareholders vote
FOR the special resolution approving the Arrangement at
the Meeting.
All of the directors and officers of the Corporation who owned
Shares as of October 10, 2023, as
well as Fonds de solidarité des travailleurs du Québec (F.T.Q.),
collectively representing approximately 10% of the Shares, have
entered into support and voting agreements pursuant to which
they agreed to vote their Shares in favour of the special
resolution approving the Arrangement at the Meeting, subject to
customary exceptions.
Vote Requirement
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 Court. It is currently expected that the
Arrangement will be completed by the end of January 2024.
How to vote
All Shareholders are encouraged to vote in advance of the
Meeting by proxy, whether or not a Shareholder is intending to
attend the Meeting in person (virtually). Details on how to vote
can be found in the Circular under "HOW TO VOTE YOUR SHARES".
OpSens has retained Kingsdale Advisors to act as strategic
and investor campaign advisor and to respond to inquiries
from Shareholders. If you have any questions about the information
contained in the Circular or need assistance with voting, please
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 contactus@kingsdaleadvisors.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," "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 dated October 10,
2023 between the Corporation and the Purchaser Parties (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 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.
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.
SOURCE OpSens Inc.