Duyuru • Dec 13
Haemonetics Corporation (NYSE : HAE) completed the acquisition of Opsens Inc. (TSX : OPS). Haemonetics Corporation (NYSE : HAE) entered into a definitive agreement to acquire Opsens Inc. (TSX : OPS) for approximately CAD 340 million on October 10, 2023. Haemonetics will acquire all outstanding shares of OpSens for CAD $2.90 per share in an all-cash transaction representing a fully diluted equity value of approximately $253 million (CAD 345 million) at current exchange rate. Haemonetics plans to finance this acquisition through a combination of cash and a revolving credit facility. Following this acquisition, Haemonetics' net debt to EBITDA ratio, per the terms set forth in the Company's existing Credit Agreement, is expected to be approximately 2.1x. The transaction will be affected by way of an arrangement under the Business Corporations Act (Québec).
The transaction is expected to close by the end of January 2024. Completion of the acquisition is subject to the approval of OpSens shareholders, receipt of court and regulatory approval, as well as certain other closing conditions customary for transactions of this nature. OpSens' board of directors (the "Board") unanimously approved the Transaction and recommends that holders of Shares (the "Shareholders") vote in favour of the Transaction. The process and negotiation of the Transaction were supervised by a special committee of OpSens' Board (the "Special Committee"). Both the Board and the Special Committee determined, after receiving the fairness opinions of Piper Sandler & Co. ("Piper Sandler") and PricewaterhouseCoopers LLP ("PwC") and financial and legal advice, that the Transaction is in the best interests of the Corporation and is fair and reasonable to Shareholders. The Board also unanimously recommends that Shareholders vote in favour of the Transaction at the special meeting of Shareholders to be called to approve the Transaction. On October 31, 2023, Québec Superior Court issued an interim order in connection with the transaction. On November 28, 2023, the applicable waiting period has expired under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the applicable limitation period during which a notice of national security review could be issued under the Investment Canada Act(Canada) R.S.C., 1985, c. 28 (1st Supp.), as amended (the “ICA”) has expired without any such notice having been sent. As of December 1, 2023, shareholders of OpSens approved the transaction. Subject to receiving the final order of the Superior Court of Québec and satisfaction of customary closing conditions, it is currently expected that the Arrangement will be completed by mid-December 2023. the Superior Court of Québec issued a final order on December 8, 2023 and It is anticipated that the Arrangement will be completed on or about December 12, 2023, subject to the satisfaction of customary closing conditions. The transaction is expected to be immediately accretive to Haemonetics' revenue growth. On a GAAP basis, Haemonetics expects this transaction to be slightly dilutive to earnings per diluted share in fiscal year 2024 due to transaction and integration costs and accretive thereafter. Haemonetics expects this transaction to be immediately accretive to adjusted earnings per diluted share.
Goldman Sachs & Co. LLC served as financial advisor for Haemonetics and Robert Fonn and Ted Maduri of DLA Piper (Canada) LLP and Adam Ghander of DLA Piper LLP (US) as legal advisors. Piper Sandler & Co. served as OpSens' financial advisor, while Emmanuel Grondin and Renée Loiselle of Norton Rose Fulbright served as its legal advisor. PwC is acting as independent financial advisor to the Special Committee. TSX Trust Company is the transfer agent and depositary of Opsens. Kingsdale Advisors is the proxy solicitation agent for Opsens.
Haemonetics Corporation (NYSE : HAE) completed the acquisition of Opsens Inc. (TSX : OPS) on December 12, 2023. Haemonetics financed the acquisition through a combination of cash-on-hand and a $110 million (CAD 150 million) draw under its revolving credit facility. In connection with the closing of the transaction, OpSens’ common shares will cease trading in the public market and will be delisted from the Toronto Stock Exchange and withdrawn from the OTCQX. Duyuru • Oct 11
Haemonetics Corporation (NYSE : HAE) entered into a definitive agreement to acquire Opsens Inc. (TSX : OPS) for CAD 345 million. Haemonetics Corporation (NYSE : HAE) entered into a definitive agreement to acquire Opsens Inc. (TSX : OPS) for CAD 345 million on October 10, 2023. Haemonetics will acquire all outstanding shares of OpSens for CAD $2.90 per share in an all-cash transaction representing a fully diluted equity value of approximately USD $253 million at current exchange rate. Haemonetics plans to finance this acquisition through a combination of cash and a revolving credit facility. Following this acquisition, Haemonetics' net debt to EBITDA ratio, per the terms set forth in the Company's existing Credit Agreement, is expected to be approximately 2.1x. The transaction will be affected by way of an arrangement under the Business Corporations Act (Québec). The transaction is expected to close by the end of January 2024. Completion of the acquisition is subject to the approval of OpSens shareholders, receipt of court and regulatory approval, as well as certain other closing conditions customary for transactions of this nature. OpSens' board of directors (the "Board") unanimously approved the Transaction and recommends that holders of Shares (the "Shareholders") vote in favour of the Transaction. The process and negotiation of the Transaction were supervised by a special committee of OpSens' Board (the "Special Committee"). Both the Board and the Special Committee determined, after receiving the fairness opinions of Piper Sandler & Co. ("Piper Sandler") and PricewaterhouseCoopers LLP ("PwC") and financial and legal advice, that the Transaction is in the best interests of the Corporation and is fair and reasonable to Shareholders. The Board also unanimously recommends that Shareholders vote in favour of the Transaction at the special meeting of Shareholders to be called to approve the Transaction (the "Meeting"). Goldman Sachs & Co. LLC served as financial advisor for Haemonetics and DLA Piper as legal advisor. Piper Sandler LLC served as OpSens' financial advisor, while Norton Rose Fulbright served as its legal advisor. PwC is acting as independent financial advisor to the Special Committee. The transaction is expected to be immediately accretive to Haemonetics' revenue growth. On a GAAP basis, Haemonetics expects this transaction to be slightly dilutive to earnings per diluted share in fiscal year 2024 due to transaction and integration costs and accretive thereafter. Haemonetics expects this transaction to be immediately accretive to adjusted earnings per diluted share. New Risk • Oct 10
New minor risk - Share price stability The company's share price has been volatile over the past 3 months. It is more volatile than 75% of Canadian stocks, typically moving 15% a week. This is considered a minor risk. Share price volatility indicates the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. It also increases the risk of potential losses in the short term as the stock tends to have larger drops in price more frequently than other stocks. Currently, the following risks have been identified for the company: Minor Risks Share price has been volatile over the past 3 months (15% average weekly change). Shareholders have been diluted in the past year (6.1% increase in shares outstanding). Breakeven Date Change • Jul 14
Forecast to breakeven in 2025 The 6 analysts covering Opsens expect the company to break even for the first time. New consensus forecast suggests losses will reduce by 12% per year to 2024. The company is expected to make a profit of CA$1.60m in 2025. Average annual earnings growth of 68% is required to achieve expected profit on schedule. Duyuru • Jul 07
Opsens Inc. to Report Q3, 2023 Results on Jul 13, 2023 Opsens Inc. announced that they will report Q3, 2023 results Pre-Market on Jul 13, 2023 
