BOSTON, Dec. 12,
2023 /PRNewswire/ -- Haemonetics
Corporation (NYSE: HAE), a global medical technology
company focused on delivering innovative medical solutions to drive
better patient outcomes, has completed its previously
announced acquisition of OpSens Inc., a medical device
cardiology-focused company delivering innovative solutions based on
its proprietary optical technology.
Haemonetics acquired all outstanding shares of OpSens for CAD
$2.90 per share in the all-cash
transaction, representing a fully diluted equity value of
approximately USD $255 million at the
current exchange rate. In connection with the closing of the
transaction, OpSens' common shares will cease trading in the public
market and will be delisted from the Toronto Stock Exchange and
withdrawn from the OTCQX.
"Expanding our Hospital portfolio with OpSens' products creates
exciting growth and diversification opportunities, while providing
immediately accretive financial benefits," said Chris Simon, Haemonetics' President and Chief
Executive Officer. "We are pleased to officially welcome OpSens to
Haemonetics and look forward to driving greater access to OpSens'
essential solutions and benefits for physicians and patients
throughout the world."
OpSens offers commercially and clinically validated optical
technology for use primarily in interventional
cardiology. OpSens' core products include the
SavvyWire®, the world's first and only sensor-guided
3-in-1 guidewire for TAVR procedures, that acts as a pacing and
pressure monitoring wire advancing the workflow of the procedure
and enabling potentially shorter hospital stays for patients, and
the OptoWire®, a pressure guidewire that aims to improve clinical
outcomes by accurately and consistently measuring Fractional Flow
Reserve (FFR) and diastolic pressure ratio (dPR) to aid clinicians
in the diagnosis and treatment of patients with coronary artery
disease. OpSens also manufactures a range of fiber optic
sensor solutions used in medical devices and other critical
industrial applications.
In conjunction with the transaction, Haemonetics increased its
fiscal year 2024 GAAP revenue growth guidance range from 7 – 9% to
8 – 10% and reaffirmed all other fiscal 2024 guidance issued in its
second quarter earnings release on November
2, 2023. In fiscal year 2025, Haemonetics expects OpSens to
contribute $55 to $65 million in revenue, to be slightly accretive
to earnings per diluted share on a GAAP basis and to contribute
approximately $0.10 to $0.15 in adjusted earnings per diluted share,
excluding one-time acquisition and integration-related costs.
In addition to expected immediate and longer-term financial
benefits for Haemonetics, the acquisition expands the company's
Hospital business unit portfolio with innovative fiber optic
sensor technology in the attractive interventional cardiology
market. Haemonetics' commercial success with its
VASCADE® Vascular Closure portfolio, combined with extensive
existing commercial and clinical infrastructure, will accelerate
customer access to OpSens' products.
Haemonetics financed the acquisition through a combination of
cash-on-hand and a $110 million draw
under its revolving credit facility. Following this acquisition,
Haemonetics estimates that its net debt to EBITDA ratio, as defined
in Haemonetics' existing credit agreement, will be approximately
2.3x. Haemonetics expects to pay down the majority of the
outstanding balance of the revolving credit facility within the
next few months.
About Haemonetics
Haemonetics (NYSE: HAE) is a global healthcare company dedicated
to providing a suite of innovative medical products and solutions
for customers, to help them improve patient care and reduce the
cost of healthcare. Our technology addresses important medical
markets: blood and plasma component collection, the surgical suite,
and hospital transfusion services. To learn more about Haemonetics,
visit www.haemonetics.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements do not relate strictly to historical or current facts
and may be identified by the use of words such as "may," "will,"
"should," "could," "would," "expects," "plans," "anticipates,"
"believes," "estimates," "projects," "predicts," "forecasts,"
"foresees," "potential" and other words of similar meaning in
conjunction with statements regarding, among other things, (i)
plans and objectives of management for the operation of
Haemonetics, (ii) the anticipated financial impact of the
transaction on Haemonetics' operating results, (iii) the
anticipated benefits to Haemonetics arising from the completion of
the acquisition, (iv) the impact of the acquisition on Haemonetics'
business strategy and future business and operational performance,
(v) the company's estimated net debt to EBITDA ratio, as defined in
Haemonetics' existing credit agreement; (vi) the timeline to repay
the revolving credit facility draw used to finance the acquisition,
and (vii) the assumptions underlying or relating to any such
statement. Such forward-looking statements are not meant to predict
or guarantee actual results, performance, events or circumstances
and may not be realized because they are based upon Haemonetics'
current projections, plans, objectives, beliefs, expectations,
estimates and assumptions and are subject to a number of risks and
uncertainties and other influences. Actual results may differ
materially from those described by the forward-looking statements
as a result of these risks and uncertainties.
Factors that may influence or contribute to the inaccuracy of
the forward-looking statements or cause actual results to differ
materially from expected or desired results may include, without
limitation, the failure to realize the anticipated benefits of the
acquisition, Haemonetics' ability to predict accurately the demand
for products and products under development by it or OpSens and to
develop strategies to successfully address relevant markets, the
impact of competitive products and pricing, technical innovations
that could render products marketed or under development by
Haemonetics or OpSens obsolete, risks related to the use and
protection of intellectual property, and the risk that using debt
to finance, in part, the acquisition will increase Haemonetics'
indebtedness. These and other factors are identified and described
in more detail in Haemonetics' filings with the U.S. Securities and
Exchange Commission ("SEC"). Haemonetics does not undertake to
update these forward-looking statements.
Non-GAAP Financial Measures
This press release contains financial measures that are
considered "non-GAAP" financial measures under applicable SEC rules
and regulations. Management uses non-GAAP measures to monitor the
financial performance of the business, make informed business
decisions, establish budgets and forecast future results.
Performance targets for management are also based on certain
non-GAAP financial measures. These non-GAAP financial measures
should be considered supplemental to, and not a substitute for,
Haemonetics' reported financial results prepared in accordance with
U.S. GAAP. In this release, supplemental non-GAAP measures have
been provided to assist investors in evaluating the expected impact
of Haemonetics' acquisition of OpSens and provide a baseline for
analyzing trends in the company's underlying businesses. We
strongly encourage investors to review the company's financial
statements and publicly-filed reports in their entirety and not
rely on any single financial measure.
When used in this release, adjusted earnings per diluted share
excludes restructuring costs, restructuring related costs, digital
transformation costs, amortization of acquired intangible assets,
asset impairments, accelerated device depreciation and related
costs, costs related to compliance with the European Union Medical
Device Regulation ("MDR") and In Vitro Diagnostic Regulation
("IVDR"), integration and transaction costs, certain tax
settlements and unusual or infrequent and material
litigation-related charges, and the tax impact of these items.
Because non-GAAP financial measures are not standardized, it may
not be possible to compare these financial measures to similarly
titled measures used by other companies.
The company does not attempt to provide reconciliations of
forward-looking adjusted earnings per diluted share guidance to the
comparable GAAP measures because the combined impact and timing of
recognition of certain potential charges or gains, such as
restructuring costs and impairment charges, is inherently uncertain
and difficult to predict and is unavailable without unreasonable
efforts. In addition, the company believes such reconciliations
would imply a degree of precision and certainty that could be
confusing to investors. Such items could have a substantial impact
on GAAP measures of the company's financial performance.
Investor
Contacts:
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Olga Guyette, Sr.
Director-Investor Relations & Treasury
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David Trenk,
Manager-Investor Relations
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(781) 356-9763
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(203)
733-4987
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olga.guyette@haemonetics.com
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david.trenk@haemonetics.com
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Media
Contact:
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Josh Gitelson,
Director-Global Communications
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(781)
356-9776
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josh.gitelson@haemonetics.com
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SOURCE Haemonetics Corporation