MARLBOROUGH, Mass.,
Dec. 13, 2016 /PRNewswire/ -- Boston
Scientific Corporation (NYSE: BSX) today announced the close of its
acquisition of certain manufacturing assets and capabilities of the
Neovasc, Inc., (NASDAQ: NVCN) (TSX: NVC) advanced biological tissue
business. With the completion of the acquisition, Boston Scientific
will integrate certain manufacturing assets and biologic tissue
capabilities into its structural heart business for use in the
manufacturing of the Lotus™ Valve System* and future heart valve
technologies.
The two organizations announced a definitive agreement on
December 2, 2016 for Boston
Scientific to acquire the advanced biologic tissue capabilities and
make a 15% equity investment in Neovasc, for a total of
$75 million in cash.
With the equity investment, Boston Scientific now beneficially
owns, controls and directs 11,817,000 common shares representing in
aggregate 15% of the issued and outstanding common shares which
were acquired at a price of US$0.60
per common share for total consideration paid of US$7,090,200.1
The common shares were acquired for investment purposes. Prior
to these transactions, Boston Scientific did not beneficially own,
control or direct any common shares of Neovasc.
A copy of the report to be filed by Boston Scientific in
connection with the transactions will be available on the Neovasc
SEDAR profile at www.sedar.com, and can also be obtained by
contacting Investor Relations at Boston Scientific.
Neovasc, based in British Colombia, Canada, is a specialty medical device company
that develops, manufactures and markets products for the rapidly
growing cardiovascular marketplace, including the Tiara™
technology** in development for the transcatheter treatment of
mitral valve disease, and the Neovasc Reducer™ technology*** for
the treatment of refractory angina.
Neovasc is located at Suite 5138 – 13562 Maycrest Way,
Richmond, BC V6V 2J7. The address
of Boston Scientific is 300 Boston Scientific Way, Marlborough, MA 10022.
About Boston Scientific
Boston Scientific 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, we
advance science for life by providing a broad range of high
performance solutions that address unmet patient needs and reduce
the cost of healthcare. For more information, visit
www.bostonscientific.com and connect on Twitter and
Facebook.
*The Lotus Valve System is an investigational device in the
U.S., limited by law to investigational use and not available for
sale.
**The Tiara technology is an investigational device in the
U.S., Canada and Europe, limited by law to investigational use
and not available for sale.
***The Neovasc Reducer technology is CE Marked. It is under
development in the U.S, and not available for sale.
Cautionary Statement 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 may be identified by words like "anticipate," "expect,"
"project," "believe," "plan," "estimate," "intend" and similar
words. These forward-looking statements are based on our beliefs,
assumptions and estimates using information available to us at the
time and are not intended to be guarantees of future events or
performance. These forward-looking statements include, among other
things, statements regarding our earnings, our product launches and
product performance and impact. If our underlying assumptions turn
out to be incorrect, or if certain risks or uncertainties
materialize, actual results could vary materially from the
expectations and projections expressed or implied by our
forward-looking statements. These factors, in some cases, have
affected and in the future (together with other factors) could
affect our ability to implement our business strategy and may cause
actual results to differ materially from those contemplated by the
statements expressed in this press release. As a result, readers
are cautioned not to place undue reliance on any of our
forward-looking statements.
Factors that may cause such differences include, among other
things: future economic, competitive, reimbursement and regulatory
conditions; new product introductions; demographic trends; the
closing and integration of acquisitions; intellectual property;
litigation; financial market conditions; and future business
decisions made by us and our competitors. All of these factors are
difficult or impossible to predict accurately and many of them are
beyond our control. For a further list and description of these and
other important risks and uncertainties that may affect our future
operations, see Part I, Item 1A – Risk Factors in our most recent
Annual Report on Form 10-K filed with the Securities and Exchange
Commission, which we may update in Part II, Item 1A – Risk Factors
in Quarterly Reports on Form 10-Q we have filed or will file
hereafter. We disclaim any intention or obligation to publicly
update or revise any forward-looking statements to reflect any
change in our expectations or in events, conditions or
circumstances on which those expectations may be based, or that may
affect the likelihood that actual results will differ from those
contained in the forward-looking statements. This cautionary
statement is applicable to all forward-looking statements contained
in this document.
Use of Non-GAAP Financial Measures
To supplement our consolidated financial statements presented on
a GAAP basis, we disclose certain non-GAAP financial measures
including adjusted earnings per share. Adjusted earnings per share
excludes goodwill and intangible asset impairment charges;
acquisition-, divestiture-, litigation- and restructuring-related
charges and credits; certain discrete tax items and amortization
expense. Non-GAAP measures such as adjusted earnings per share are
not in accordance with generally accepted accounting principles in
the United States. The GAAP
financial measure most directly comparable to adjusted earnings per
share is GAAP earnings per share. The difference between our
estimated impact of the acquisition on our GAAP and adjusted
earnings per share relates to amortization expense on acquired
intangible assets and acquisition-related net charges, which
primarily include exit costs and other fees. These amounts are
excluded by the Company for purposes of measuring adjusted earnings
per share.
Management uses adjusted earnings per share along with other
supplemental non-GAAP measures to evaluate performance period over
period, to analyze the underlying trends in our business, to assess
its performance relative to its competitors, and to establish
operational goals and forecasts that are used in allocating
resources. Non-GAAP financial measures, including adjusted earnings
per share, should not be considered in isolation from or as a
replacement for GAAP financial measures. We believe that presenting
non-GAAP financial measures in addition to GAAP financial measures
provides investors greater transparency to the information used by
our management for its financial and operational decision-making
and allows investors to see our results "through the eyes" of
management. We further believe that providing this information
better enables our investors to understand our operating
performance and to evaluate the methodology used by management to
evaluate and measure such performance.
CONTACTS
Trish Backes
651-582-5887 (office)
Media Relations
Boston Scientific Corporation
Trish.Backes@bsci.com
Susie Lisa, CFA
508-683-5565 (office)
Investor Relations
Boston Scientific Corporation
investor_relations@bsci.com
1 Being C$.788 per
Common Share and total consideration of C$9,316,523 using the Bank of Canada's December 12,
2016 noon exchange rate of US$1 = C$1.3140
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SOURCE Boston Scientific Corporation