Big news...should be good for the stock price, and decrease time to market.
Attention Business/Financial Editors/Medical Reporters:
Edwards Lifesciences and WorldHeart combine efforts to pursue the Ventricular Assist Device Market
WorldHeart To Acquire Novacor Business
Edwards Acquires Equity Stake In WorldHeart
OTTAWA, ON, Canada, May 25 /CNW/ - Edwards Lifesciences Corporation
(Edwards), of Irvine, California and World Heart Corporation (WorldHeart), of
Ottawa, Ontario, Canada, announced today that they have reached a definitive
agreement in which the newly formed US subsidiary of WorldHeart will acquire
the business of Novacor, the Oakland, California based ventricular assist
device operation of Edwards. In exchange, Edwards will receive US$58 million
in preferred shares of the US subsidiary of WorldHeart, exchangeable at
Edwards' option into approximately 24.9% of the common shares of WorldHeart.
The transaction is expected to close by the end of June and is subject to
regulatory approval including acceptance for listing on The Toronto Stock
Exchange and the Nasdaq National Market System of the common shares to be
issued to Edwards.
Other key elements of the agreement include:
- Investment of US$20 million by Edwards in redeemable preferred shares
of WorldHeart with a 7 year term, accruing dividends, and the right to
convert to common shares of WorldHeart at a price of US$14.55, if not
redeemed by the end of the sixth year;
- Edwards Chairman and CEO, Michael Mussallem, to join the WorldHeart
Board of Directors;
- Edwards to remain exclusive distributor of Novacor product and to
become exclusive world-wide distributor of HEARTSAVERvad(TM) and future
WorldHeart heart assist products;
- Edwards to supply valves and engineering support to WorldHeart for both
Novacor and the HEARTSAVERvad(TM) products.
``This agreement is an excellent union, blending the product and
experience of Novacor in the current generation of pulsatile ventricular
assist devices (VAD), with the next generation of fully implantable pulsatile
VAD, WorldHeart's HEARTSAVERvad(TM), supported by the valve and engineering
expertise of Edwards and distributed around the world through the established
Edwards' systems and relationships'', said Michael Mussallem, Edwards'
Chairman and Chief Executive Officer. ``This agreement will maximize the
value of our 15 year investment in Novacor, through growth in the value of our
stake in WorldHeart, allowing Edwards to apply valuable internal resources to
other dynamic opportunities while still participating in the exciting area of
treatment for late stage cardiovascular disease'', Mr. Mussallem said.
``For WorldHeart this is a strategic step forward that we believe will
shorten the time, reduce the risks and increase the impact of our entry into
the heart assist market. The Novacor product, with the recently announced
improved graft, has the opportunity for growth in both the bridge to
transplant and recovery, and alternative to transplant markets, and
HEARTSAVERvad(TM) introduction will be greatly assisted by the Novacor
experience and Edwards relationships,'' Roderick M. Bryden, President and
Chief Executive Officer of WorldHeart, said.
Dr. Tofy Mussivand, Chairman and Chief Scientific Officer of WorldHeart,
said: ``Clinical trials for HEARTSAVERvad(TM) for long-term use are expected
to be in process throughout next year in Canada, Europe and certain other
countries, with application for Investigational Device Exemption in the US.
The depth of scientific and technical capacity in Novacor, the experience in
delivering clinical trials, and support of more than 1,100 patients, will add
immense value to our program. The proprietary material used by Novacor in the
blood sac of its device is FDA approved and proven to be excellent and will be
used by WorldHeart for the HEARTSAVERvad(TM) product. The FDA qualified
manufacturing facility and the experience of the regulatory team will provide
the experience base to guide actions required to qualify our plant in Ottawa
and can potentially produce HEARTSAVERvad(TM) for use in US trials. The
Edwards supply and technical support relationship and the Edwards distribution
relationship will enhance our ability to produce and deliver both the Novacor
and the HEARTSAVERvad(TM) products to a very dynamic market.''
Edwards Lifesciences designs, develops and markets a comprehensive line
of products and services to treat late-stage cardiovascular disease.
Headquartered in Irvine, California, Edwards focuses on cardiac surgery,
critical care, vascular systems and perfusion products and services, and is a
worldwide leader in tissue replacement heart valves and heart valve repair
products. With pro forma sales of more than US$800 million in 1999, the
company has a strong international presence in over 80 countries and generates
more than 35 percent of its sales outside of the United States. Edwards'
extensive manufacturing operations are located in North America, Europe, Japan
(through a contractual joint venture with Baxter International) and Latin
America. Additional information about Edwards Lifesciences can be found at:
www.edwards.com.
WorldHeart is a medical devices business based initially on ventricular
assist devices technology and its related Transcutaneous Energy Transfer and
Biotelemetry technologies. HEARTSAVERvad(TM) is designed to be fully implanted
in the chest, remotely powered, monitored and controlled and requiring no
holes in the diaphragm or skin of the patient. The patient is expected to
leave the hospital and resume relatively normal activities. WorldHeart is a
public company whose stock trades on the NASDAQ National Market (ticket
symbol: WHRT) and The Toronto Stock Exchange (ticker symbol: WHT). Additional
information about WorldHeart can be found at: www.worldheart.com.
Novocor's Ventricular Assist Devices provide mechanical cardiac
assistance for end-stage congestive heart failure patients awaiting heart
transplant.
Any forward-looking statements in this release are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Investors are cautioned that all forward-looking statements involve
risk and uncertainties, including without limitation, risks in product
development and market acceptance of and demand for the Corporation's
products, risks of downturns in economic conditions generally, and in the
medical devices markets, risks associated with costs and delays posed by
government regulation, limitations on third party reimbursement, inability to
protect proprietary technology, potential product liability and other risks
detailed in World Heart Corporation's filings with the U.S. Securities and
Exchange Commission.
World Heart Corporation
will hold a Conference Call
for Shareholders and the Financial Community
Thursday May 25, 2000 at 1:00 p.m. (EST)
To participate in the Conference Call please call
1-800-633-8615 ten minutes before the call begins.
A replay, of the Conference Call will be available
after 6:00 p.m. (EST) on Thursday May 25, 2000
Please call 1-800-558-5253, pass code 15334637, for the replay.
(Please note: the replay is only accessible with a touch-tone telephone)
-0- 05/25/2000
For further information: Sandy Armstrong, Media and Public Relations, World Heart Corporation, Tel: (613) 226-4278, Fax:
(613) 226-4744, E-Mail: sandy.armstrong@worldheart.com |
