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.
