NASDAQ: NVCN
TSX: NVC
VANCOUVER, Dec. 13, 2016 /CNW/ - Neovasc Inc.
("Neovasc" or the "Company") (NASDAQ: NVCN) (TSX:
NVC) today announced the close of its transaction with Boston
Scientific Corporation (NYSE: BSX).
The two organizations announced a definitive agreement on
December 2, 2016 for Boston
Scientific to acquire Neovasc's advanced biologic tissue
capabilities and certain manufacturing assets and make a 15% equity
investment in Neovasc, for a total of US$75
million in cash.
Under the terms of the asset purchase agreement Neovasc has been
granted a license to the purchased assets and access to the sold
facilities to allow it to continue its tissue and valve assembly
activities for its remaining customers, and continue its own
tissue-related programs, including advancing its mitral
bioprosthesis valve Tiara™ through its clinical and regulatory
pathways.
Under the terms of the equity investment, Boston Scientific has
acquired 11,817,000 common shares in the capital of Neovasc (the
"Common Shares") at a price of US$0.60 per Common Share, for gross proceeds
of US$7,090,200. Neovasc intends to
use the proceeds of these transactions to post a partial bond in
connection with a stay of judgement pending appeal in the ongoing
litigation against CardiAQ Valve Technologies, Inc ("CardiAQ") and
for general corporate purposes. Neovasc currently has
78,683,345 shares outstanding.
On December 12, 2016, the U.S.
District Court for the District of Massachusetts held a hearing in connection
with the Company's ongoing litigation against CardiAQ. Ruling
from the bench, the Court denied CardiAQ's motion for a temporary
restraining order to prevent the transaction between Neovasc and
Boston Scientific Corporation from closing. The Court also
indicated a willingness to stay enforcement of the judgment against
Neovasc pending appeal (the judgment is currently temporarily
stayed), subject to Neovasc posting a partial bond in the amount of
US$70 million, as well as other terms
and conditions to be determined. Those terms and conditions
generally relate to CardiAQ's ability to register its U.S. judgment
in Canada, and requirements for
Neovasc to inform CardiAQ and the Court about certain potential
future transactions outside the ordinary course of business.
The Court directed the parties to work to agree to such terms and
conditions, which would then be subject to Court approval.
Boston Scientific, based in Marlborough, Massachusetts, transforms lives
through innovative medical solutions that improve the health of
patients around the world. As a global medical technology leader
for more than 35 years, Boston Scientific provides a broad range of
high performance solutions that address unmet patient needs.
About Neovasc Inc.
Neovasc is a specialty medical device company that develops,
manufactures and markets products for the rapidly growing
cardiovascular marketplace. Its products include the Neovasc
Reducer™, for the treatment of refractory angina which is not
currently available in the U.S. and has been available in
Europe since 2015 and the Tiara™,
for the transcatheter treatment of mitral valve disease, which is
currently under investigation in the U.S., Canada and Europe. The Company also sells a line of
advanced biological tissue products that are used as key components
in third-party medical products including transcatheter heart
valves. For more information, visit: www.neovasc.com.
This news release contains forward-looking statements within
the meaning of the U.S. Private Securities Litigation Reform Act of
1995 and applicable Canadian securities laws relating to the
Company's transaction with Boston Scientific, including the
Company's intended use of net proceeds, and its ongoing litigation
with CardiAQ, including the willingness of the court to stay
enforcement of the judgement against Neovasc, subject to Neovasc
posting a partial bond, as well as other terms and conditions to be
determined. The words "expected", "will", "willingness",
"anticipated", "look forward", "eventually", "subject to",
"intends" and similar words or expressions are intended to identify
forward-looking statements. 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, the Company's
broad discretion in the use of proceeds; the ability of
Neovasc and CardiAQ to agree on terms and conditions related to the
potential stay of enforcement of the judgement against Neovasc; the
Court's review of any such terms and conditions agreed to by
Neovasc and CardiAQ; the conduct or possible outcomes of any
actual or threatened legal proceedings; the Company's ability to
stay the payment of the awards in the CardiAQ litigation and its
ability to successfully appeal the validity of the awards as well
as the ruling on inventorship, which are inherently uncertain and
which create material uncertainty and cast substantial doubt on the
Company's ability to continue as a going concern; the potential
impact on the Company's business of an adverse decision in the
appeal on the question of inventorship even if the Company prevails
on its appeal of the awards; potential changes in circumstances
relating to the Company's financing requirements, whether as a
result of the CardiAQ litigation, unforeseen circumstances or
otherwise; the Company's ability to raise additional funding;
the potential benefits of the Neovasc Reducer™ and Tiara™ as
compared with other products; successful enrollment of patients in
studies and trials for the Neovasc Reducer™ and Tiara™; results of
the trials and studies for the Neovasc Reducer™ and Tiara™ that
meet the Company's expectations; the Company's receipt of any
required local and institutional regulatory approvals and the
timing and costs of obtaining such approvals; European enrollment
in the Company's clinical trials, studies and compassionate use
cases and the success of applications in Europe; the Company's ability to protect its
intellectual property; changes in business strategy or development
plans; and existing governmental regulations and changes in, or the
failure to comply with, governmental regulations and general
economic and business conditions, both nationally and in the
regions in which the Company operates. These risk factors and
others relating to the Company are discussed in greater detail in
the "Risk Factors" section of the Company's Annual Information
Form, which is included in its Annual Report on Form 40-F and
Management's Discussion and Analysis of Financial Condition and
Results of Operation (copies of which filings 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, whether as a result of new information,
future events or otherwise, except as required by law.
SOURCE Neovasc Inc.