ShockWave Medical completes acquisition of Neovasc

Shockwave Medical announced the completion of its previously announced acquisition of Neovasc. The Neovasc Reducer System is a first-of-its-kind technology to address refractory angina. Refractory angina is a chronic condition in which a patient suffers chest pain that cannot be controlled by conventional therapies. It is estimated that each year, in the United States and the European Union alone, up to 300,000 new patients with obstructive coronary disease who are ineligible for conventional revascularization experience refractory angina, despite guideline-directed medical therapy. In addition, it is estimated that up to another 500,000 new patients present with angina and non-obstructive coronary artery disease in the U.S. and the E.U. each year. The Reducer has been granted Breakthrough Device designation by the Food and Drug Administration is CE-marked and is currently enrolling patients in the COSIRA-II study, a randomized clinical trial being conducted under an Investigation Device Exemption intended to support FDA approval for patients with coronary obstructive refractory angina. Shockwave has acquired all of the outstanding common shares of Neovasc for US$27.25 per share in cash upfront by way of a statutory plan of arrangement. Consideration for the purchased shares has been paid to Computershare Investor Services Inc. as depositary under the arrangement and will be provided to former shareholders of Neovasc as soon as reasonably practicable after the date hereof, in accordance with the terms of the arrangement agreement and subject to the ruling by the Israel Tax Authority issued in connection with the Arrangement as described below. In addition, the Shareholders will also receive a potential deferred payment in the form of a non-tradeable contingent value right entitling the Shareholders to receive up to an additional US$12.00 per share in cash if certain regulatory milestones are achieved within specified timeframes. As a result of the completion of the Arrangement, Neovasc’s Common Shares will be delisted from the Toronto Stock Exchange. Neovasc has also requested that the Nasdaq Stock Market LLC file a delisting application on Form 25 to report the delisting of the Common Shares of Neovasc from Nasdaq. An application will be made for Neovasc to cease to be a reporting issuer in the applicable Canadian jurisdictions as a result of completion of the Arrangement. Neovasc expects to terminate the registration of its Common Shares under the U.S. Securities Exchange Act of 1934, as amended, approximately 10 days after the closing of the transaction.