The Arrangement Agreement includes a non-solicitation covenant on the part of NOVADAQ, subject to a right to match provision and customary fiduciary out provisions, and provides for the payment of a termination fee of US$21.0 million by NOVADAQ to Stryker in certain circumstances.All transaction consideration will be payable in U.S. dollars. However, NOVADAQ securityholders will be permitted to make an election prior to the effective time of the Arrangement to receive their consideration in Canadian dollars by having the depositary arrange for such exchange on their behalf at the prevailing exchange rate. Complete details regarding the terms of the transaction are set out in an Arrangement Agreement which will be publicly filed by NOVADAQ under its profile at www.sedar.com. Further details will also be set out in the management information circular of NOVADAQ that will be mailed to shareholders of NOVADAQ in due course in connection with the Special Meeting and also publicly filed by NOVADAQ under its profile at www.sedar.com. Piper Jaffray & Co. is serving as lead financial advisor to NOVADAQ and delivered a fairness opinion to NOVADAQ's board of directors. Perella Weinberg Partners LP is serving as a financial advisor to NOVADAQ and delivered a fairness opinion to NOVADAQ's board of directors. Stikeman Elliott LLP and Dechert LLP are serving as legal advisors to NOVADAQ. Covington & Burling LLP and Osler, Hoskin & Harcourt LLP are serving as legal advisors to Stryker. About NOVADAQ Technologies Inc. NOVADAQ's global mission is to enable physicians with point-of-care imaging solutions that provide real-time clinically significant and actionable information to improve care quality and lower healthcare costs. Using NOVADAQ's SPY fluorescence imaging technology, physicians can personalize therapy and achieve optimal results through the precise visualization of blood flow in vessels, micro-vessels, tissue perfusion and critical anatomical structures during the course of treatment. SPY technology enables the delivery of personalized therapies and the achievement of the optimal results for each individual patient. More than 250 peer-reviewed publications demonstrate that the use of SPY technology will reduce post-procedure complication rates and the cost of care for a broad variety of surgical treatments for cancer, cardiovascular diseases and other conditions, helping to ensure that patients benefit from the very best possible treatment and outcome. SPY Imaging Systems are U.S. Food and Drug Administration 510(k) cleared, Health Canada licensed, CE Marked and registered worldwide for use in multiple surgical specialties and medical applications. The endoscopic version of SPY technology, known as PINPOINT, combines the fluorescence imaging capabilities of SPY with the high definition visible light visualization to establish a new standard in the quality and performance of minimally invasive surgery. The SPY PHI open surgery portable, handheld imager is FDA (510)k cleared and CE Marked and is indicated for the visualization of blood flow and tissue perfusion in plastic, reconstructive, micro and gastrointestinal surgeries. NOVADAQ's LUNA System is used to visualize blood flow and tissue perfusion while treating patients with atherosclerotic cardiovascular disease that impairs blood flow to the extremities and increases the risk for the development of complications such as acute and chronic non-healing wounds and limb loss. NOVADAQ is the exclusive worldwide distributor of LifeNet Health's DermACELL acellular tissue products for wound and breast reconstruction surgery
NOVADAQ, SPY, PINPOINT, LUNA and the illumination square design are registered trademarks of NOVADAQ Technologies, Inc. SPY PHI is a trademark of NOVADAQ Technologies, Inc. DermACELL is a registered trademark of LifeNet Health, Inc.Forward-Looking Statements Certain statements included in this press release may be considered forward-looking. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements, and therefore these statements should not be read as guarantees of future performance or results. All forward-looking statements are based on NOVADAQ's current beliefs as well as assumptions made by and information currently available to NOVADAQ and relate to, among other things, the Corporation's strategy, strategic goals, research and development activities, research and clinical testing outcomes, taxes, capital expenditures, future operations, future financial position, future revenues/results, projected costs, prospects and plans, objectives of management and the obtaining of NOVADAQ shareholder approval, court, regulatory and other required approvals in connection with the Arrangement. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Due to risks and uncertainties, including the risks and uncertainties identified by NOVADAQ in its public securities filings available at www.sec.gov and www.sedar.com, actual events may differ materially from current expectations. NOVADAQ disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. NOVADAQ, SPY, PINPOINT, LUNA and the illumination square design are registered trademarks of NOVADAQ Technologies, Inc. SPY PHI is a trademark of NOVADAQ Technologies, Inc. DermACELL is a registered trademark of LifeNet Health, Inc.
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