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
contactus@kingsdaleadvisors.com
QUÉBEC CITY, Nov. 13,
2023 /CNW/ - 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."
VOTE TODAY
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)
- Email contactus@kingsdaleadvisors.com
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.
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.