Haemonetics Corporation Announces
Definitive Agreement to Acquire OpSens, Inc.
October 10, 2023
© 2023 Haemonetics Corporation
IMPORTANT INFORMATION
Safe Harbor for Forward-Looking Statements
This presentation 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 do not relate strictly to historical or current facts and may be identified by the use of words such as "may," "will," "should," "could," "would," "expects," "plans," "anticipates," "believes," "estimates," "projects," "predicts," "forecasts," "foresees," "potential" and other words of similar meaning in conjunction with statements regarding, among other things, (i) plans and objectives of management for the operation of Haemonetics, (ii) statements regarding the timing of completion of the acquisition and the consummation of the acquisition, (iii) the anticipated financing of the transaction and Haemonetics' net debt to EBITDA ratio following completion of the transaction, (iv) the anticipated benefits to Haemonetics arising from the completion of the acquisition, (v) the impact of the acquisition on Haemonetics' business strategy and future business and operational performance, and (vi) the assumptions underlying or relating to any such statement. Such forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon Haemonetics' current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties.
Factors that may influence or contribute to the inaccuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation, the failure to realize the anticipated benefits of the acquisition or the acquisition, its announcement or pendency having an unanticipated impact, Haemonetics' ability to predict accurately the demand for products and products under development by it or OpSens and to develop strategies to successfully address relevant markets, the impact of competitive products and pricing, technical innovations that could render products marketed or under development by Haemonetics or OpSens obsolete, risks related to the use and protection of intellectual property, the risk that the transaction may not be completed in a timely manner or at all (whether due to the failure of OpSens to obtain shareholder approval, the failure to obtain approval of the Quebec Superior Court or otherwise), and the risk that using debt to finance, in part, the acquisition will increase Haemonetics' indebtedness. These and other factors are identified and described in more detail in Haemonetics' filings with the U.S. Securities and Exchange Commission ("SEC"). Haemonetics does not undertake to update these forward-looking statements.
Non-GAAP Financial Measures
This presentation contains financial measures that are considered "non-GAAP" financial measures under applicable SEC rules and regulations. Management uses non-GAAP measures to monitor the financial performance of the business, make informed business decisions, establish budgets and forecast future results. Performance targets for management are also based on certain non-GAAP financial measures. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, the Company's reported financial results prepared in
accordance with U.S. GAAP. In this presentation, supplemental non-GAAP measures have been provided to assist investors in evaluating the expected impact of the Company's acquisition of OpSens and provide a baseline for analyzing trends in the Company's underlying businesses. We strongly encourage investors to review the Company's financial statements and publicly-filed reports in their entirety and not rely on any single financial measure.
When used in this presentation, adjusted earnings per diluted share excludes restructuring costs, restructuring related costs, digital transformation costs, amortization of acquired intangible assets, asset impairments, accelerated device depreciation and related costs, costs related to compliance with the European Union Medical Device Regulation ("MDR") and In Vitro Diagnostic Regulation ("IVDR"), integration and transaction costs, certain tax settlements and unusual or infrequent and material litigation-related charges, and the tax impact of these items. Because non- GAAP financial measures are not standardized, it may not be possible to compare these financial measures to similarly titled measures used by other companies.
The Company does not attempt to provide reconciliations of forward-looking adjusted earnings per diluted share guidance to the comparable GAAP measures because the combined impact and timing of recognition of certain potential charges or gains, such as restructuring costs and impairment charges, is inherently uncertain and difficult to predict and is unavailable without unreasonable efforts. In addition, the Company believes such reconciliations would imply a degree of precision and certainty that could be confusing to investors. Such items could have a substantial impact on GAAP measures of the Company's financial performance.
2© 2023 Haemonetics Corporation
IMPORTANT INFORMATION
Additional Information Regarding the Transaction
In connection with the proposed transaction, OpSens will file with the Canadian Securities Administrators in each of the provinces in Canada (the "CSA") and mail or otherwise make available to its shareholders a management information circular (the "Proxy Circular") regarding the proposed transaction. BEFORE MAKING ANY VOTING DECISION, OPSENS' SHAREHOLDERS ARE URGED TO READ THE PROXY CIRCULAR IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE CSA IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the Proxy Statement and other documents that OpSens files with the CSA (when available) from the CSA's website at www.sedarplus.ca and from OpSens' website at www.opsens.com.
3© 2023 Haemonetics Corporation
1
2
3
4
5
Agenda
Strategy, Capital Allocation, and M&A Priorities
OpSens Overview
Transaction Terms, Funding and Timing
Strategic Rationale
Creating Customer and Shareholder Value
4© 2023 Haemonetics Corporation
1 Haemonetics' Strategy and Capital Allocation Priorities Focused on Areas of Highest Return
CORPORATE STRATEGY
Compete in winning
segments and
geographies
Achieve leading
positions
Deliver superior
operating performance
CAPITAL ALLOCATION PRIORITIES
ORGANIC | STRATEGIC | SHARE BUYBACKS AND | ||
INVESTMENTS | M&A | DEBT REPAYMENT | ||
High impact and | High-growth | Return capital | ||
high ROI drivers | leading products | to stakeholders | ||
• Enabling technologies for high-growth Electrophysiology (EP) and | ||
STRATEGIC M&A | Interventional Cardiology (IC) procedures | |
FOCUS | • Vital devices needed in Critical Care and ICU clinical settings | |
• Differentiated technology for plasma donation centers | ||
• | Attractive financial profile with accretive benefits by Year 3 | |
5© 2023 Haemonetics Corporation
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Haemonetics Corporation published this content on 10 October 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 October 2023 10:19:23 UTC.