ShockWave Medical, Inc. (NasdaqGS:SWAV) executed a non-binding letter of intent to acquire Neovasc Inc. (TSX:NVCN) from Strul Medical Group LLC and others on December 17, 2022. ShockWave Medical, Inc. entered into a definitive agreement to acquire Neovasc Inc. from Strul Medical Group LLC and others for $75 million on January 16, 2023. Under the terms of the arrangement agreement, Neovasc shareholders will receive $27.25 per Common Share in cash upfront on completion of the transaction, corresponding to an enterprise value of approximately $100 million, plus deferred payments of up to approximately $47 million on the achievement of future regulatory milestones in the form of a contingent value right ("CVR") per Common Share to receive payment upon final FDA premarket approval to market the Neovasc Reducer™ (the "Reducer") in the United States for treatment of angina (the "Milestone"). Each CVR will pay: (i) $12 if the Milestone is achieved on or prior to June 30, 2026, (ii) $8 if the Milestone is achieved during the period beginning on July 1, 2026 and ending on December 31, 2026 or (iii) $4 if the Milestone is achieved during the period beginning on January 1, 2027 and ending on December 31, 2027. The consideration to be received by the Shareholders and holders of RSUs, SARs and In-the-Money Options pursuant to the Plan of Arrangement, consisting of, (i) for each Share, RSU and Share appreciation rights of (a) $27.25 in cash (the “ Cash Portion ”) and (b) one CVR and (ii) for each In-the-Money Option (a) an amount equal to the Cash Portion less the applicable per share exercise price in respect of such In-the-Money Option and (b) one CVR. The directors and senior officers of Neovasc and Strul Medical Group LLC ("Strul"), owning in aggregate approximately 9.23% of the Neovasc's voting securities. The arrangement agreement includes a termination fee of $3.824 million, payable by Neovasc under certain circumstances.

The transaction is subject to court approval, articles of arrangement, Neovasc shareholder approval and other customary conditions. A special committee comprised entirely of independent directors of the Neovasc and unanimously recommended entering into the arrangement agreement to the board of directors of Neovasc. As of March 6, 2023, the shareholders of Neovasc has approved the deal. The Court hearing for the final order to approve the Arrangement is scheduled to take place on March 9, 2023. The Transaction is expected to be complete in the first half of 2023. The transaction is expected to close in March 2023. Piper Sandler & Co. acted as financial advisor to Neovasc. Joe Garcia, Steven McKoen, KC and Kyle Misewich of Blake, Cassels & Graydon LLP and Michael J. Hong of Skadden, Arps, Slate, Meagher & Flom LLP are acting as Canadian and U.S. legal counsel to Neovasc, respectively. Perella Weinberg Partners acted as exclusive financial advisor to Shockwave. Doug Cogen and David Michaels, Jeremy Delman, Ran Ben-Tzur, Jennifer Hitchcock, Adam Halpern, Matt Cantor, Stefano Quintini, Antonia Sequeira, Felix Lee of Fenwick & West LLP and Oliver Désilets and Yixiao Zheng, Michael Kandev, Sumeet Dang, Hélène Bussières and Mark-Anthony Nakis, Louis-Martin O’Neill, and Mark Katz and Elisa Kearney of Davies Ward Phillips & Vineberg LLP are acting as U.S. and Canadian legal counsels to Shockwave, respectively. Piper Sandler & Co. acted as fairness opinion to Neovasc. Neovasc has engaged Laurel Hill Advisory Group as proxy solicitation agent and shareholder communications advisor and will pay a fee of CAD 50,000 ($37,350.5046) to Laurel Hill for the proxy solicitation service. Latham & Watkins LLP acted as legal advisor to Piper Sandler & Co. in the transaction.