All amounts in this press release are in Canadian dollars.
Quebec City, Quebec, October 10, 2023 – OpSens Inc. (“OpSens” or the “Company”) (TSX:OPS)(OTCQX:OPSSF), a medical device cardiology-focused company delivering innovative solutions based on its proprietary optical technology, today announces that it has entered into a definitive arrangement agreement (the “Arrangement Agreement”) with 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”), whereby Haemonetics will indirectly acquire (the “Transaction”) all of the issued and outstanding common shares in the capital of OpSens (the “Shares”).
OpSens’ board of directors (the “Board”) unanimously approved the Transaction and recommends that holders of Shares (the “Shareholders”) vote in favour of the Transaction.
The transaction creates compelling benefits for OpSens and its stakeholders, including:
- OpSens’ Shareholders receive substantial premium to market price. Haemonetics’ offer of $2.90 per Share in cash (the “Consideration”), is a premium of 68% premium to OpSens’ 10-day volume-weighted average price and a premium of 50% to the closing price of $1.93 on the Toronto Stock Exchange as of October 6, 2023. The Transaction values OpSens at approximately $345 million, on a fully diluted equity basis.
- Synergies between OpSens’ portfolio and Haemonetics’ hospital-based products will drive improvements in patient care. Key OpSens products include the OptoWire, a guidewire designed to help in the diagnosis and treatment of fractional flow reserve, and the recently released SavvyWire, a minimalist approach guidewire for transcatheter valve replacement procedures (TAVR). These products provide significant synergies with Haemonetics’ products like VASCADE and VASCADE MVP, catheter-based vascular access site closure devices generally used in interventional cardiology, electrophysiology, and peripheral vascular procedures. This enriched portfolio helps advance key procedures, allowing patients to leave the hospital earlier, sometimes the same day.
- Opsens’ unique expertise in R&D and production coupled with Haemonetics’ commercial and manufacturing scale will drive adoption of products globally. OpSens has developed substantial technical expertise and manufacturing capabilities, particularly as it relates to Fidela, OpSens’ second-generation fiber optic sensor. As fiber optic sensing is a novel technology for Haemonetics, Opsens’ expertise and skill will support growth in the products. OpSens’ products have already demonstrated commercial success and combining them with Haemonetics’ extensive existing commercial and manufacturing infrastructure will accelerate customer access. Furthermore, Haemonetics’ presence in high-growth international markets will enable OpSens to further penetrate these regions.
“After a substantial strategic review, we have concluded that this Transaction is in the best interest of OpSens and our Shareholders. We are pleased to have reached an agreement that provides immediate and fair value to our Shareholders. In addition to the attractive premium offered to OpSens’ Shareholders, Haemonetics appreciates the significance of OpSens’ Québec roots that has been an important foundation for the Corporation,” said Alan Milinazzo, Executive Chairman of the Board.
“This Transaction will create value for our Shareholders and is a testament to the quality of the team’s work over the years, the added value of our products, and the potential for the years to come. The integration within Haemonetics should enhance the benefits for OpSens’ products with access to a world-class sales network, while capitalizing on the specialized production and R&D expertise of OpSens. From design to production, OpSens’ expertise and knowledge are recognized by clinicians, hospitals and device industry suppliers and OpSens’ innovative products will be a valuable addition to Haemonetics’ existing product line,” said Louis Laflamme, President and Chief Executive Officer of the Corporation.
“With the acquisition of OpSens, we expand our leadership in interventional cardiology and strengthen our foundation for additional growth and diversification. By leveraging OpSens’ proprietary optical sensor technology, our global commercial infrastructure, and our relationships with the top US hospitals performing TAVR and PCI procedures, we have a powerful opportunity to improve standards of care for more physicians and patients worldwide. We are excited to welcome OpSens’ talented team and look forward to advancing our shared commitment to maximizing patient benefits and value for our customers,” said Stew Strong, President Global Hospital business unit at Haemonetics.
The process and negotiation of the Transaction were supervised by a special committee of OpSens’ Board (the “Special Committee”). Both the Board and the Special Committee determined, after receiving the fairness opinions of Piper Sandler & Co. (“Piper Sandler”) and PricewaterhouseCoopers LLP (“PwC”) and financial and legal advice, that the Transaction is in the best interests of the Corporation and is fair and reasonable to Shareholders. The Board also unanimously recommends that Shareholders vote in favour of the Transaction at the special meeting of Shareholders to be called to approve the Transaction (the “Meeting”).
All directors and officers of the Corporation who own Shares, collectively holding approximately 4.75% of all issued and outstanding Shares, have entered into customary support and voting agreements pursuant to which they have agreed to vote all their Shares at the Meeting in favour of the Transaction, subject to certain conditions.
Fairness Opinions
Each of Piper Sandler, the financial advisor to the Corporation, and PwC, the independent financial advisor to the Special Committee, has provided an opinion to the Board and the Special Committee, to the effect that, subject to the assumptions, limitations and qualifications communicated to the Board and the Special Committee, and to be set out in each of Piper Sandler’s and PwC’s written fairness opinions, as of October 9, 2023, the Consideration is fair, from a financial point of view, to Shareholders.
Additional Transaction Details
The Transaction will be implemented by way of statutory plan of arrangement under the Business Corporations Act (Québec) and is subject to court approval, after considering the procedural and substantive fairness of the Transaction, and the approval of at least 66⅔% of the votes cast by Shareholders present in person or by proxy at the Meeting. In addition, the Transaction is subject to certain regulatory approvals.
The Arrangement Agreement provides for customary deal-protection provisions, including a non-solicitation covenant with customary “fiduciary out” provisions and a right for the Purchaser Parties to match any Superior Proposal (as defined in the Arrangement Agreement). The Arrangement Agreement contains other customary representations, warranties, covenants and closing conditions. A termination fee of approximately $12 million is payable to the Purchaser Parties by the Corporation, and the Purchaser Parties shall reimburse the Corporation for its expenses, in each case in the circumstances set forth in the Arrangement Agreement.
The Transaction is expected to close by the end of January 2024, subject to satisfaction of customary closing conditions.
Upon closing of the Transaction, the Purchaser Parties intend to cause the Shares to be delisted from the Toronto Stock Exchange and to be withdrawn from the OTCQX designation, and to cause the Corporation to submit an application to cease to be a reporting issuer under applicable Canadian securities laws.
Additional details regarding the terms and conditions of the Transaction, the rationale for the recommendations made by the Special Committee and the Board, the fairness opinions, and how Shareholders can participate in and vote at the Meeting, will be set out in OpSens’ management information circular to be prepared and made available to Shareholders in connection with the Meeting on SEDAR+ at www.sedarplus.ca and on the Corporation’s website at www.OpSens.com. Copies of the Arrangement Agreement, the voting and support agreements, the management information circular and proxy materials in respect of the Meeting will be filed by the Corporation under its profile on SEDAR+ at www.sedarplus.ca.
