TORONTO, April 23 /PRNewswire-FirstCall/ - Novadaq(R) Technologies Inc. , a developer of real-time medical imaging systems and image guided therapies for the operating room, announced today that it has entered into an asset purchase agreement to acquire certain business assets of Xillix Technologies Corp. (Richmond, British Columbia), including all of Xillix's intellectual property, certain capital assets and inventory.
"The Xillix acquisition should enable us to accelerate our commercialization efforts in the area of endoscopic fluorescence imaging and image guided therapies in minimally invasive surgical procedures," said Dr. Arun Menawat, President and Chief Executive Officer of Novadaq Technologies Inc. "Real-time fluorescence imaging through endoscopes should allow surgeons performing minimally invasive procedures through small incisions to see much more than what is possible with present day technology."
The intellectual property purchased by Novadaq includes Xillix's extensive auto-fluorescence and multi-modal imaging portfolio of 31 issued patents and multiple pending applications in the United States, Japan and Europe. The acquisition also includes licensed rights to innovative fluorescence imaging technologies. The combined assets represent years of market intelligence, advanced research and multiple product generations of auto-fluorescence endoscopic systems, including innovative endoscopy cameras and light sources.
Adding valuable Xillix patents and assets in auto-fluorescence to Novadaq's already strong intellectual property portfolio of exogenous agents, devices and methods for fluorescence, immediately positions the Company as an innovation leader in auto-fluorescence and fluorescence endoscopy. According to market research reports, including those published by Windover, minimally invasive procedures guided by endoscopic imaging are some of the fastest growing within most surgical specialties. Reports from both the Mayo and Cleveland Clinic confirm that the ability to image and guide minimally invasive procedures involving small incisions using endoscopes is desirable. This is particularly true in Novadaq's targeted markets, cardiac, plastic reconstructive, general and urologic surgeries. Within cardiac surgery the Company already enjoys a healthy combined installed base of 150 CO(2) HEART LASER(TM) Systems and more than 70 SPY(R) Imaging Systems that are being used today in open procedures. Combining Novadaq's existing intellectual property for open and minimally invasive procedures with the Xillix portfolio, gives Novadaq the flexibility to potentially provide the most advanced imaging and image guidance in both procedural markets and across many specialties in the future.
For the acquired assets, Novadaq will pay Xillix consideration in the amount of CDN $3,000,000 at closing of which $1,075,000 will be paid in cash and CDN $1,925,000 will be paid in cash or, at Novadaq's election, stock (at an issue price of $8.56 per share, being the volume weighted average trading price of Novadaq's common shares on the Toronto Stock Exchange for the five trading days preceding the execution of the asset purchase agreement). Closing of the Xillix transaction, currently scheduled to occur in early May, 2007, is subject to a number of conditions, including (among others) the approval of the transaction by the Supreme Court of British Columbia in connection with Xillix's CCAA proceedings, and the Toronto Stock Exchange.
About Novadaq Technologies
Novadaq Technologies Inc. develops and commercializes medical imaging systems and real-time image guided therapies for use in the operating room. Novadaq's proprietary imaging platform can be used to visualize blood vessels, nerves and the lymphatic system during surgical procedures. Novadaq's SPY Imaging System, commercially available worldwide, enables cardiac surgeons to visually assess coronary vasculature and bypass graft functionality during the course of open-heart surgery. Novadaq's OPTTX(R) System which received CE Mark approval in November 2006, is aimed at the diagnosis, evaluation and treatment of wet Age-related Macular Degeneration (AMD) by using the same core imaging technology that is used in the SPY System. The HELIOS(TM) Imaging System, which received FDA clearance in January 2007, is the first fluorescent imaging system available for use during plastic reconstructive surgery allowing surgeons to evaluate pre- and intra-operative blood flow, as well as post-surgery perfusion. Novadaq's LUNA(TM) Imaging System is designed to enable surgeons to visualize nerve bundles during the course of urological and neurological procedures. LUNA has been granted a license for use by Health Canada. Novadaq is also the exclusive United States distributor of PLC Medical's CO(2) HEART LASER(TM) System for TMR (Trans-Myocardial Revascularization). For more information, please visit the company's website at www.novadaq.com.
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, anticipated financial performance, business prospects, strategies, regulatory developments, market acceptance and future commitments. In particular, closing of the acquisition of Xillix assets by Novadaq described in this press release is subject to a number of conditions, any or all of which may not be satisfied or waived by the parties, respectively; accordingly, there can be no assurance that such acquisition will be completed on the basis currently anticipated, if at all. 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; 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 Technologies Inc.