Neovasc Shareholders Approve Acquisition by Shockwave Medical
06 Marzo 2023 - 4:37PM
via NewMediaWire – Neovasc Inc. ("Neovasc" or the "Company")
(NASDAQ: NVCN)(TSX: NVCN), a leader in the development of minimally
invasive devices for the treatment of refractory angina, is pleased
to announce that its Shareholders (as defined below) have approved
the previously-announced acquisition of all of the outstanding
common shares of the Company (the “Shares”) by Shockwave Medical,
Inc. (“Shockwave”) by way of a statutory plan of arrangement (the
“Arrangement”) at the special meeting of Shareholders held today
(the “Meeting”).
The special resolution approving the Arrangement was approved
by: (i) 97.36% of the votes cast by the shareholders of the Company
(the “Shareholders”) present in person or represented by proxy at
the Meeting, and (ii) 97.21% of the votes cast by Shareholders,
other than those Shareholders required to be excluded pursuant to
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions, present in person or represented
by proxy at the Meeting.
The Arrangement remains subject to the approval of the Supreme
Court of British Columbia (the “Court”) and the satisfaction or
waiver of other customary closing conditions. The Court hearing for
the final order to approve the Arrangement is scheduled to take
place on March 9, 2023, and the completion of the Arrangement is
expected to occur in March 2023, on a date to be determined. Until
the closing of the Arrangement, the parties remain separate
independent companies. Following completion of the Arrangement, the
Shares will be delisted from the Toronto Stock Exchange (the “TSX”)
and the Nasdaq Capital Market (the “Nasdaq”). An application will
also be made for the Company to cease to be a reporting issuer in
the applicable jurisdictions following completion of the
Arrangement. The Company will also deregister the Shares under the
U.S. Securities Exchange Act of 1934, as amended.
Further details regarding the Arrangement are set out in the
Company’s management information circular dated February 3, 2023
which is available on Neovasc’s profile at www.sedar.com.
ABOUT NEOVASC
Neovasc is a specialty medical device company that develops,
manufactures, and markets products for the rapidly growing
cardiovascular marketplace. Its products include Neovasc Reducer™,
for the treatment of refractory angina, which is under clinical
investigation in the United States and has been commercially
available in Europe since 2015, and Tiara™, for the transcatheter
treatment of mitral valve disease, which is under clinical
investigation in the United States, Canada, Israel, and Europe and
for which activity has been indefinitely paused. The Company
remains committed to the ongoing follow-up of patients in Tiara
clinical trials and has paused all other Tiara activities. For more
information, visit: www.neovasc.com.
FORWARD-LOOKING STATEMENT DISCLAIMER
Certain statements in this news release contain forward-looking
statements within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995 and applicable Canadian securities
laws that may not be based on historical fact. When used herein,
the words "expect", "anticipate", "estimate", "may", "will",
"should", "intend", "believe", and similar expressions, are
intended to identify forward-looking statements. Forward-looking
statements may involve, but are not limited to, the proposed timing
and completion of the Arrangement; the satisfaction of the
conditions precedent to the Arrangement; timing, receipt and
anticipated effects of Court and other consents and approvals.
Forward-looking statements are based on estimates and assumptions
made by the Company in light of its experience and its perception
of historical trends, current conditions and expected future
developments, as well as other factors that the Company believes
are appropriate in the circumstances. Many factors and assumptions
could cause the Company's actual results, performance or
achievements to differ materially from those expressed or implied
by the forward-looking statements, including, without limitation,
risks that a condition to closing of the Arrangement may not be
satisfied; risks that Court or other applicable approvals for the
Arrangement may not be obtained or be obtained subject to
conditions that are not anticipated; risks around the Company's
ability to continue as a going concern; risks around the Company's
history of losses and significant accumulated deficit; risks
related to the COVID-19 coronavirus outbreak or other health
epidemics, which could significantly impact the Company's
operations, sales or ability to raise capital or enroll patients in
clinical trials; risks relating to the Company's need for
significant additional future capital and the Company's ability to
raise additional funding; risks relating to the sale of a
significant number of Shares; risks relating to the possibility
that the Company's Shares may be delisted from the Nasdaq or the
TSX, which could affect their market price and liquidity; risks
relating to the Company's conclusion that it did have effective
internal control over financial reporting as of December 31, 2021
and 2020 but not at December 31, 2019; risks relating to the Share
price being volatile; risks relating to the Company's significant
indebtedness and its effect on the Company's financial condition;
risks relating to the influence of significant shareholders of the
Company over our business operations and share price; risks
relating to lawsuits that the Company is subject to, which could
divert the Company's resources and result in the payment of
significant damages and other remedies; risks relating to claims by
third-parties alleging infringement of their intellectual property
rights; risks relating to the Company's ability to establish,
maintain and defend intellectual property rights in the Company's
products; risks relating to results from clinical trials of the
Company's products, which may be unfavorable or perceived as
unfavorable; risks associated with product liability claims,
insurance and recalls; risks relating to use of the Company's
products in unapproved circumstances, which could expose the
Company to liabilities; risks relating to competition in the
medical device industry, including the risk that one or more
competitors may develop more effective or more affordable products;
risks relating to the Company's ability to achieve or maintain
expected levels of market acceptance for the Company's products, as
well as the Company's ability to successfully build its in-house
sales capabilities or secure third-party marketing or distribution
partners; risks relating to the Company's ability to convince
public payors and hospitals to include the Company's products on
their approved products lists; risks relating to new legislation,
new regulatory requirements and the efforts of governmental and
third-party payors to contain or reduce the costs of healthcare;
risks relating to increased regulation, enforcement and inspections
of participants in the medical device industry, including frequent
government investigations into marketing and other business
practices; risks relating to the extensive regulation of the
Company's products and trials by governmental authorities, as well
as the cost and time delays associated therewith; risks relating to
post-market regulation of the Company's products; risks relating to
health and safety concerns associated with the Company's products
and industry; risks relating to the Company's manufacturing
operations, including the regulation of the Company's manufacturing
processes by governmental authorities and the availability of two
critical components of the Reducer; risks relating to the
possibility of animal disease associated with the use of the
Company's products; risks relating to the manufacturing capacity of
third-party manufacturers for the Company's products, including
risks of supply interruptions impacting the Company's ability to
manufacture its own products; risks relating to the Company's
dependence on limited products for substantially all of the
Company's current revenues; risks relating to the Company's
exposure to adverse movements in foreign currency exchange rates;
risks relating to the possibility that the Company could lose its
foreign private issuer status under U.S. federal securities laws;
risks relating to the possibility that the Company could be treated
as a "passive foreign investment company"; risks relating to
breaches of anti-bribery laws by the Company's employees or agents;
risks relating to future changes in financial accounting standards
and new accounting pronouncements; risks relating to the Company's
dependence upon key personnel to achieve its business objectives;
risks relating to the Company's ability to maintain strong
relationships with physicians; risks relating to the sufficiency of
the Company's management systems and resources in periods of
significant growth; risks relating to consolidation in the health
care industry, including the downward pressure on product pricing
and the growing need to be selected by larger customers in order to
make sales to their members or participants; risks relating to the
Company's ability to successfully identify and complete corporate
transactions on favorable terms or achieve anticipated synergies
relating to any acquisitions or alliances; risks relating to
conflicts of interests among the Company's officers and directors
as a result of their involvement with other issuers; risks relating
to future issuances of equity securities by the Company, or sales
of Shares or conversions of convertible notes, and exercise of
warrants, options and restricted stock units by existing security
holders, causing the price of the Company's securities to fall; and
risks relating to anti-takeover provisions in the Company's
constating documents which could discourage a third-party from
making a takeover bid beneficial to the Company's shareholders.
These risk factors and others relating to the Company are discussed
in greater detail in the "Risk Factors" section of the Company's
Annual Report on Form 20-F for the year ended December 31, 2021 and
in the Management's Discussion and Analysis for the three and nine
months ended September 30, 2022 (copies of which may be obtained at
www.sedar.com or www.sec.gov). These factors should be considered
carefully, and readers should not place undue reliance on the
Company's forward-looking statements. The Company has no intention
and undertakes no obligation to update or revise any
forward-looking statements beyond required periodic filings with
securities regulators (copies of which may be obtained at
www.sedar.com or www.sec.gov), whether because of new information,
future events or otherwise, except as required by law.
ContactsInvestors:Mike CavanaughICR WestwickePhone:
+1.617.877.9641Email: Mike.Cavanaugh@westwicke.com
Media:Sean LeousICR WestwickePhone: +1.646.866.4012Email:
Sean.Leous@westwicke.com
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