IRVINE, Calif. and BRANFORD, Conn., Feb.
12, 2019 /PRNewswire/ -- Edwards Lifesciences
Corporation (NYSE: EW), the global leader in patient-focused
innovations for structural heart disease and critical care
monitoring, today announced that it has entered into a definitive
merger agreement to acquire CAS Medical Systems, Inc. (NASDAQ:
CASM) (CASMED), a medical technology company dedicated to
non-invasive monitoring of tissue oxygenation in the brain.
Edwards will acquire CASMED in an all-cash transaction for
$2.45 per share of Common Stock, or
an equity value of approximately $100
million.
"Cerebral oximetry technology provides an important indicator of
oxygen levels in the brain, which can enhance clinician
decision-making," said Katie Szyman,
Edwards' corporate vice president, critical care. "We believe the
incorporation of CASMED's FORE-SIGHT technology into Edwards'
leading hemodynamic monitoring platform, along with Edwards'
predictive analytics capability, will strengthen Edwards'
leadership in smart monitoring technologies by providing physicians
with a more comprehensive status of their surgical and critically
ill patients."
Edwards has a pending 510(k) clearance in the United States for a smart cable and
software module, which enables compatibility between CASMED's
FORE-SIGHT sensor and the HemoSphere advanced hemodynamic
monitoring platform. This technology was developed as a result of a
collaboration between Edwards and CASMED, and received a CE Mark in
Europe.
"We are pleased with this opportunity to bring together CASMED's
expertise in brain and tissue oxygenation monitoring with Edwards'
long history of leadership in hemodynamic monitoring," said
Thomas M. Patton, president and CEO
of CASMED. "We are confident that the combination of these
technologies will result in an important measurement tool for
physicians that can empower them to improve care."
As a condition to the closing of the transaction, each holder of
CASMED's Series A Convertible Preferred Stock or Series A
Exchangeable Preferred Stock will agree to convert such stock into
shares of CASMED's Common Stock, and upon the closing, those
holders will be entitled to receive the transaction consideration
as holders of Common Stock. The acquisition is expected to
close in the second quarter of 2019 and is subject to the
satisfaction of customary closing conditions, including expiration
or termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act and approval by
CASMED's stockholders.
XMS Capital Partners is serving as financial advisor to Edwards
and Pepper Hamilton LLP is serving as Edwards' legal advisor.
William Blair & Company L.L.C.
is serving as financial advisor to CASMED and Wiggin and Dana LLP
is serving as CASMED's legal advisor.
About Edwards Lifesciences
Edwards Lifesciences,
based in Irvine, Calif., is the
global leader in patient-focused medical innovations for structural
heart disease, as well as critical care and surgical monitoring.
Driven by a passion to help patients, the company collaborates with
the world's leading clinicians and researchers to address unmet
healthcare needs, working to improve patient outcomes and enhance
lives. For more information, visit www.Edwards.com and follow us on
Twitter @EdwardsLifesci.
About CASMED
CASMED's vision is: "That no patient is
harmed by undetected tissue hypoxia." The FORE-SIGHT Cerebral
Oximeters provide a highly accurate, non-invasive measurement of
tissue oxygenation in the brain. Direct monitoring of tissue
oxygenation can provide clinicians with a superior and powerful
tool to alert them to otherwise unrecognized and dangerous hypoxia,
or low levels of oxygen, in the brain and other tissue, thereby
empowering them to improve patient care. For further information
regarding CASMED, visit the company's website at
www.casmed.com.
This news release includes 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. These forward-looking
statements include, but are not limited to, Ms. Szyman's and Mr.
Patton's statements and statements regarding expected product
benefits, the expected timing of the completion of the transaction,
the benefits of the transaction, including future financial and
operating results, the combined company's plans, objectives and
expectations and other statements that are not historical facts.
Such statements are based on the views and assumptions of the
management of the company and are subject to significant risks and
uncertainties. Actual future events or results may differ
materially from these statements as a result of various factors,
including: (i) CASMED may be unable to obtain stockholder approval
as required for the transaction; (ii) conditions to the closing of
the transaction may not be satisfied; (iii) the transaction may
involve unexpected costs, liabilities or delays; (iv) the effect of
the announcement of the transaction on the ability of CASMED to
retain and hire key personnel and maintain relationships with
customers, suppliers and others with whom it does business, or on
Edwards' or CASMED's operating results and business generally; (v)
CASMED's business may suffer as a result of uncertainty surrounding
the transaction and disruption of management's attention due to the
transaction; (vi) the outcome of any legal proceedings related to
the transaction; (vii) Edwards or CASMED may be adversely affected
by other economic, business, and/or competitive factors; (viii) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the transaction agreement; and
(ix) other risks to consummation of the transaction,
including the risk that the transaction will not be consummated
within the expected time period or at all. Additional risks
and factors that may affect results are set forth in the companies'
filings with the SEC, including Edwards' Annual Report on Form 10-K
filed with the SEC on February 16,
2018, CASMED's Annual Report on Form 10-K filed with the SEC
on March 26, 2018, and each company's
subsequent Quarterly Reports on Form 10-Q, Current Reports on Form
8-K and other filings with the SEC, which are available on the
SEC's website at www.sec.gov. See in particular Item 1A of
the each company's Annual Report on Form 10-K under the headings
"Risk Factors." The risks and uncertainties described above
and in each company's SEC filings are not exclusive and further
information concerning each company and its business, including
factors that potentially could materially affect its business,
financial condition or operating results, may emerge from time to
time. Readers are urged to consider these factors carefully
in evaluating these forward-looking statements.
The forward-looking statements speak only as of the date of this
communication. Except as required by law, we undertake no
obligation to update these statements.
Additional Information About the Transaction
A meeting of the stockholders of CASMED will be announced to
obtain stockholder approval of the proposed transaction.
CASMED intends to file with the SEC a proxy statement and other
relevant documents in connection with the proposed
transaction. The definitive proxy statement will be sent or
given to the stockholders of CASMED and will contain important
information about the proposed transaction and related
matters. BEFORE MAKING ANY VOTING DECISION, CASMED'S
STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT IN
ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN
CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY
REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT CASMED, EDWARDS AND THE PROPOSED TRANSACTION. Investors
may obtain a free copy of these materials (when they are available)
and other documents filed by CASMED with the SEC at the SEC's
website at www.sec.gov, at CASMED's website at www.casmed.com or by
sending a written request to the Company at 44 East Industrial
Road, Branford, CT 06405,
Attention: Corporate Secretary.
Participants in the Solicitation
This document does not constitute a solicitation of proxy, an
offer to purchase or a solicitation of an offer to sell any
securities. CASMED and its directors, executive officers and
certain other members of management and employees may be deemed to
be participants in soliciting proxies from the stockholders of
CASMED in connection with the proposed transaction.
Information regarding the persons who may, under the rules of the
SEC, be considered to be participants in the solicitation of
CASMED's stockholders in connection with the proposed transaction,
and any interest they have in the proposed transaction, will be set
forth in the definitive proxy statement when it is filed with the
SEC. Additional information regarding these individuals is
included in CASMED's Annual Report on Form 10-K filed with the SEC
on March 26, 2018 and the proxy
statement for CASMED's 2018 Annual Meeting of Stockholders filed
with the SEC on April 26, 2018.
To the extent the holdings of securities of CASMED by CASMED's
directors and executive officers have changed since the amounts set
forth in CASMED's proxy statement for its 2018 Annual Meeting of
Stockholders, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the
SEC. These documents (when available) may be obtained free of
charge from the SEC's website at www.sec.gov and CASMED's website
at www.casmed.com.
Edwards, Edwards Lifesciences, the stylized E logo and
HemoSphere are trademarks of Edwards Lifesciences Corporation. All
other trademarks are the property of their respective owners.
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SOURCE Edwards Lifesciences Corporation