Mr. Louis Laflamme reports
OPSENS RECEIVES INTERIM ORDER AND FILES MANAGEMENT INFORMATION CIRCULAR IN CONNECTION WITH SPECIAL MEETING OF SHAREHOLDERS
The Quebec Superior Court issued an interim order on Oct. 31, 2023, in connection with the previously announced acquisition by Haemonetics Corp., a global health care company, and 9500-7704 Quebec Inc., a wholly owned subsidiary of Haemonetics, of all of the issued and outstanding common shares in the capital of Opsens Inc. for $2.90 in cash per share, pursuant to a statutory plan of arrangement under the Business Corporations Act (Quebec). Among other things, the interim order authorizes the corporation to call, hold and conduct a special meeting of holders of shares to consider the arrangement.
The management information circular and related materials for the meeting are available under the corporation's profile on SEDAR+
and on Opsens's website. 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 Dec. 1, 2023, at 10 a.m. (Montreal time) in virtual only format via live audio webcast. Shareholders of record at the close of business on Oct. 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 on-line following the instructions contained in the circular. Shareholders will have an equal opportunity to attend the meeting on-line 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's board of directors, after receiving legal and financial advice and a unanimous recommendation from the special committee of the board entirely comprising independent directors, 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 Oct. 10, 2023, as well as Fonds de solidarite des travailleurs du Quebec, collectively representing approximately 10 per cent 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 66-2/3 per cent 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 peeting 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 adviser 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 e-mail at
contactus@kingsdaleadvisors.com.
About Opsens Inc.
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 fibre 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 United States, 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. This unique guidewire is a three-in-one 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's 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 fibre optic sensing solutions for critical applications.
We seek Safe Harbor.
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