Novadaq Announces Voting Results of Special Meeting of Shareholders
August 04 2017 - 3:06PM
NOVADAQ Technologies Inc. (NASDAQ:NVDQ) (TSX:NDQ)
(“
NOVADAQ” or the
“
Corporation”) today announced
that at the special meeting (the
“
Meeting”) of the shareholders of
the Corporation (the
“
Shareholders”) held earlier
today, Shareholders overwhelmingly approved the previously
announced plan of arrangement (the
“
Arrangement”) pursuant to which
Stryker Corporation (the
“
Purchaser”) will acquire all of
the outstanding common shares of NOVADAQ (the
“
Shares”) for US$11.75 per Share
in cash.
42,033,534 of the Shares, being approximately
98.68% of the Shares represented at the Meeting in person or by
proxy, were voted in favour of the special resolution approving the
Arrangement. Details of the voting results will be filed under
NOVADAQ’s profile on SEDAR, which is available online at
www.sedar.com.
NOVADAQ intends to apply for a final order of
the Ontario Superior Court of Justice (Commercial List) to approve
of the Arrangement on August 9, 2017. Closing of the transaction
remains subject to certain customary closing conditions including
court approval and the receipt of the remaining required regulatory
approvals, including approval under the Competition Act (Canada)
and the Hart-Scott-Rodino Antitrust Improvements Act of 1976
(United States). Assuming the timely satisfaction of these closing
conditions, the transaction is expected to close in the third
quarter of 2017.
Shareholders that have questions regarding
submitting their Shares to the Arrangement, including with respect
to completing the applicable letter of transmittal and election
form, are asked to contact the depositary, Computershare Trust
Company of Canada, at 1-800-654-6253 (toll-free in North America)
or 1-514-982-7555 (collect outside North America) or by email at
corporateactions@computershare.com.
About NOVADAQ Technologies
Inc.
NOVADAQ’s global mission is to enable physicians
with point-of-care imaging solutions that provide real-time
clinically significant and actionable information to improve care
quality and lower healthcare costs. Using NOVADAQ’s SPY
fluorescence imaging technology, physicians can personalize therapy
and achieve optimal results through the precise visualization of
blood flow in vessels, micro-vessels, tissue perfusion and critical
anatomical structures during the course of treatment. SPY
technology enables the delivery of personalized therapies and the
achievement of the optimal results for each individual patient.
More than 250 peer-reviewed publications demonstrate that the use
of SPY technology will reduce post-procedure complication rates and
the cost of care for a broad variety of surgical treatments for
cancer, cardiovascular diseases and other conditions, helping to
ensure that patients benefit from the very best possible treatment
and outcome.
SPY Imaging Systems are U.S. Food and Drug
Administration 510(k) cleared, Health Canada licensed, CE Marked
and registered worldwide for use in multiple surgical specialties
and medical applications. The endoscopic version of SPY technology,
known as PINPOINT, combines the fluorescence imaging capabilities
of SPY with the high definition visible light visualization to
establish a new standard in the quality and performance of
minimally invasive surgery. The SPY PHI open surgery portable,
handheld imager is FDA (510)k cleared and CE Marked and is
indicated for the visualization of blood flow and tissue perfusion
in plastic, reconstructive, micro and gastrointestinal surgeries.
NOVADAQ’s LUNA System is used to visualize blood flow and tissue
perfusion while treating patients with atherosclerotic
cardiovascular disease that impairs blood flow to the extremities
and increases the risk for the development of complications such as
acute and chronic non-healing wounds and limb loss. NOVADAQ is the
exclusive worldwide distributor of LifeNet Health’s DermACELL
acellular tissue products for wound and breast reconstruction
surgery
NOVADAQ, SPY, PINPOINT, LUNA and the
illumination square design are registered trademarks of NOVADAQ
Technologies, Inc. SPY PHI is a trademark of NOVADAQ Technologies,
Inc. DermACELL is a registered trademark of LifeNet Health,
Inc.
Forward-Looking
Statements
Certain statements included in this press
release may be considered forward-looking. Such statements involve
known and unknown risks, uncertainties and other factors that may
cause actual results, performance or achievements to be materially
different from those implied by such statements, and therefore
these statements should not be read as guarantees of future
performance or results. All forward-looking statements are based on
NOVADAQ’s current beliefs as well as assumptions made by and
information currently available to NOVADAQ and relate to, among
other things, the Corporation’s strategy, strategic goals, research
and development activities, research and clinical testing outcomes,
taxes, capital expenditures, future operations, future financial
position, future revenues/results, projected costs, prospects and
plans, objectives of management and the obtaining court, regulatory
and other required approvals in connection with the
Arrangement.
Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date of this press release. Due to risks and uncertainties,
including the risks and uncertainties identified by NOVADAQ in its
public securities filings available at www.sec.gov and
www.sedar.com, actual events may differ materially from
current expectations. NOVADAQ disclaims any intention or obligation
to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
NOVADAQ, SPY, PINPOINT, LUNA and the
illumination square design are registered trademarks of NOVADAQ
Technologies, Inc. SPY PHI is a trademark of NOVADAQ
Technologies, Inc. DermACELL is a registered
trademark of LifeNet Health, Inc.
For more information please contact:
Lynn Pieper Lewis or Leigh Salvo
1-415-937-5404
For shareholder inquiries, please contact:
Shorecrest Group
1-888-637-5789 (toll free in North America)
1-647-931-7454 (outside North America)
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