MARLBOROUGH, Mass., Dec. 2, 2016 /PRNewswire/ -- Boston
Scientific Corporation (NYSE: BSX) today announced a definitive agreement to acquire certain manufacturing assets and
capabilities of the Neovasc, Inc., (NASDAQ: NVCN) (TSX: NVC) advanced biological tissue business, as well as a 15% equity stake
in Neovasc, for a total of $75 million in cash. The Neovasc advanced biological tissue business
makes elements used in transcatheter heart valves, including the Boston Scientific Lotus™ Valve System.* Upon
completion of the transaction, the Neovasc advanced biological tissue capabilities will be integrated into the Boston Scientific
structural heart business for use in the manufacturing of the Lotus valve and future heart valve technologies.
"We continually seek ways to optimize our manufacturing processes and enhance our product portfolio," said Ed Mackey, executive vice president, operations, Boston Scientific. "The vertically integrated operational
capabilities resulting from this acquisition will strengthen our structural heart pipeline and immediately benefit our Lotus
valve platform as we work to increase our market share in Europe and prepare for launch in the
U.S., expected in late 2017."
The acquisition is expected to close by year-end 2016, subject to customary closing conditions, and to be immaterial to Boston
Scientific earnings per share (EPS) in 2016 and 2017 on an adjusted and GAAP basis.
Neovasc 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.
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
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SOURCE Boston Scientific Corporation