INDEPENDENT PROXY ADVISORY FIRM ISS RECOMMENDS SHAREHOLDERS VOTE "FOR" OPSENS INC. PLAN OF ARRANGEMENT WITH HAEMONETICS CORPORATION
Canada NewsWire
QUÉBEC CITY, Nov. 13, 2023
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") $(HAE)$ 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 2/3% 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.
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