Wednesday, December 14, 2016
Neovasc Inc. today announced the close of its transaction with Boston Scientific Corporation.
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.
