Opsens Inc. — M&A Activity 2023

Oct 11, 2023

Form 51-102F3 Material Change Report

Item 1 Name and Address of Company

OpSens Inc. (the “ Corporation ” or “ OpSens ”) 750 boul. Parc-Technologique Québec, Québec G1P 4S3

Item 2 Date of Material Change

October 10, 2023

Item 3 News Release

A news release was disseminated by the Corporation on October 10, 2023, through the facilities of Cision and Newswire and filed on SEDAR+. A copy of the press release is available on SEDAR+ at www.sedarplus.ca and the Corporation’s website at www.opsens.com.

Item 4 Summary of Material Change

On October 10, 2023, the Corporation entered into a definitive arrangement agreement (the “ Arrangement Agreement ”) with Haemonetics Corporation (“ Haemonetics ”), a global healthcare company, and 9500-7704 Québec Inc., a wholly-owned subsidiary of Haemonetics (“ AcquireCo ” and, collectively with Haemonetics, the “ Purchaser Parties ”), whereby Haemonetics will indirectly acquire (the “ Transaction ”) all of the issued and outstanding common shares in the capital of OpSens (the “ Shares ”). The Transaction is to be completed by way of statutory plan of arrangement (the “ Arrangement ”) under the Business Corporations Act (Québec).

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

Arrangement Agreement

On October 10, 2023, OpSens entered into the Arrangement Agreement setting out, among other matters, the terms pursuant to which the Purchaser Parties agreed to acquire all of the Shares.

Consideration

Under the terms of the Arrangement, the holders of Shares (the “ Shareholders ”) will receive, for each Share held, $2.90 in cash. The Transaction values OpSens at approximately $345 million, on a fully diluted equity basis.

Other Terms of the Arrangement Agreement

The Transaction will be implemented by way of statutory plan of arrangement under the Business Corporations Act (Québec) and is subject to court approval, after considering the procedural and substantive fairness of the Transaction, and the approval of at least 66⅔% of the votes cast by Shareholders present in person or by proxy at the Meeting. In addition, the Transaction is subject to certain regulatory approvals.

The Arrangement Agreement provides for customary deal-protection provisions, including a nonsolicitation covenant with customary “fiduciary out” provisions and a right for the Purchaser Parties

to match any Superior Proposal (as defined in the Arrangement Agreement). The Arrangement Agreement contains other customary representations, warranties, covenants and closing conditions. A termination fee of approximately $12 million is payable to the Purchaser Parties by the Corporation, and the Purchaser Parties shall reimburse the Corporation for its expenses, in each case in the circumstances set forth in the Arrangement Agreement.

The Transaction is expected to close by the end of January 2024, subject to satisfaction of customary closing conditions.

Upon closing of the Transaction, the Purchaser Parties intend to cause the Shares to be delisted from the Toronto Stock Exchange and to be withdrawn from the OTCQX designation, and to cause the Corporation to submit an application to cease to be a reporting issuer under applicable Canadian securities laws.

Board of Directors’ and Special Committee Recommendations

The process and negotiation of the Transaction were supervised by a committee of independent directors of OpSens (the “ Special Committee ”). The Transaction has been approved unanimously by the board of directors of OpSens (the “ Board ”) following the unanimous recommendation of the Special Committee. Both the Board and the Special Committee determined, after receiving financial and legal advice, that the Transaction is in the best interests of the Corporation and is fair and reasonable to the Shareholders. The Board also unanimously recommends that the Shareholders vote in favour of the Transaction at the Meeting.

Each of Piper Sandler & Co. (“ Piper Sandler ”), the exclusive financial advisor to the Corporation, and PricewaterhouseCoopers LLP (“ PwC ”), the independent financial advisor to the Special Committee, has provided an opinion to the Board and the Special Committee, to the effect that, subject to the assumptions, limitations and qualifications communicated to the Board and the Special Committee, and to be set out in each of Piper Sandler’s and PwC’s written fairness opinions, as of October 9, 2023, the Consideration is fair, from a financial point of view, to Shareholders.

Voting Support Agreements

On October 10, 2023, concurrently with the execution of the Arrangement Agreement, all directors and officers of the Corporation who own Shares, collectively holding approximately 4.75% of all issued and outstanding Shares, have entered into customary support and voting agreements pursuant to which they have agreed to vote all their Shares at the Meeting in favour of the Transaction, subject to certain conditions (the “ Voting Support Agreements ”).

Additional Information

Additional details regarding the terms and conditions of the Transaction, the rationale for the recommendations made by the Special Committee and the Board, the fairness opinions, and how Shareholders can participate in and vote at the Meeting, will be set out in OpSens’ management information circular to be prepared and made available to Shareholders in connection with the Meeting on SEDAR+ at www.sedarplus.ca and on the Corporation’s website at www.OpSens.com. Copies of the Arrangement Agreement, the Voting Support Agreements, the management information circular and proxy materials in respect of the Meeting will be filed by the Corporation under its profile on SEDAR+ at www.sedarplus.ca.

5.2 Disclosure for Restructuring Transactions

Not Applicable.

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

Not Applicable.

Item 7 Omitted Information

No information has been omitted on the basis that it is confidential information.

Item 8 Executive Officer

For further information, please contact Louis Laflamme, President and Chief Executive Officer of OpSens, who is knowledgeable about the details of the material change, at 418-781-0333.

Item 9 Date of Report

October 11, 2023.

Cautionary Note and Forward-Looking Statements

This material change report contains “forward-looking information” and “forward-looking statements” within the meaning of applicable securities legislation (collectively, “ forward-looking statements ”) which are based upon the Corporation’s current internal expectations, estimates, projections, assumptions and beliefs. Words such as “expect,” “believe,” “plan,” “project,” “assume,” “likely,” “may,” “will,” “should,” “intend,” or “anticipate,” “potential,” “proposed,” “estimate” and other similar words or the negative or comparable terminology, as well as terms usually used in the future and conditional, are intended to identify forward-looking statements, although not all forward-looking statements include such words. No assurance can be given that the expectations in any forward-looking statement will prove to be correct and, as such, the forward-looking statements included herein should not be unduly relied upon. Forward-looking statements include estimates, plans, expectations, opinions, forecasts, projections, targets, guidance, or other statements that are not statements of fact. Forward-looking statements may include, but are not limited to, statements and comments with respect to the rationale of the Special Committee and the Board for entering into the Arrangement Agreement, the expected benefits of the Transaction, the terms and conditions of the Arrangement Agreement, the Consideration and premium to be received by Shareholders, the anticipated timing and the various steps to be completed in connection with the Transaction, including receipt of Shareholder, regulatory and court approvals, the anticipated timing of closing of the Transaction, the anticipated delisting of the Shares from the Toronto Stock Exchange, the withdrawal of the Shares from the OTCQX designation and the Corporation ceasing to be a reporting issuer under Canadian securities laws.

Information contained in forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management’s perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances, as well as, without limitation: that the Transaction will be completed on the terms currently contemplated, and in accordance with the timing currently expected; that all conditions to the completion of the Transaction, including court, Shareholder and regulatory approval of the Transaction, will be satisfied or waived and the Arrangement Agreement will not be terminated prior to the completion of the Transaction; and various assumptions and expectations related to premiums to the trading price of Shares and returns to Shareholders.

Forward-looking statements, by their nature, require the Corporation to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements contained herein. Forwardlooking statements are not guarantees of performance. Moreover, the proposed Transaction could be modified or the Arrangement Agreement terminated in accordance with its terms. Actual results may differ from those expressed or implied in the forward-looking statements contained herein to due to, without

limitation: (a) the failure of the parties to obtain any necessary regulatory approvals or the required Shareholder and court approvals or to otherwise satisfy the conditions to the completion of the Transaction, and failure of the parties to obtain such approvals or satisfy such conditions in a timely manner; (b) the Arrangement Agreement restricts the Corporation from taking specified actions until the Transaction is completed without the Purchaser Parties’ consent, which may prevent the Corporation from pursuing or attracting business opportunities; (c) the ability of the Board to consider and approve a Superior Proposal, in accordance with and subject to the restrictions provided in the Arrangement Agreement; (d) significant Transaction costs or unknown liabilities; (e) litigation relating to the Transaction may be commenced which may prevent, delay or give rise to significant costs or liabilities; (f) the Arrangement Agreement may be terminated prior to its consummation; (g) the Corporation may be required to pay a termination fee to the Purchaser Parties in certain circumstances if the Transaction is not completed or if the Arrangement Agreement is terminated by the Corporation to accept a Superior Proposal; (h) directors and officers of the Corporation may have interests in the Transaction that may be different from those of Shareholders generally; (i) the focus of management’s time and attention on the Transaction may detract from other aspects of the Corporation’s business; (j) the tax treatment of the Transaction may be subject to uncertainties; (k) general economic conditions; (l) the market price of the Shares may be materially adversely affected if the Transaction is not completed or its completion is materially delayed, and (m) failure to realize the expected benefits of the Transaction.

Information contained in forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management’s perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. The Corporation considers these assumptions to be reasonable based on all currently available information but cautions the reader that these assumptions regarding future events, many of which are beyond its control, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affect the Corporation and its business.

Failure to obtain any necessary regulatory approvals or the required Shareholder and court approvals, or failure of the parties to otherwise satisfy the conditions to the completion of the Transaction may result in the Transaction not being completed on the proposed terms, or at all. If the Transaction is not completed, and the Corporation continues as a publicly-traded entity, there are risks that the announcement of the Transaction and the dedication of substantial resources of the Corporation to the completion of the Transaction could have an impact on its business and strategic relationships (including with future and prospective employees, customers, suppliers and partners), operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Furthermore, pursuant to the terms of the Arrangement Agreement, the Corporation may, in certain circumstances, be required to pay a fee to the Purchaser Parties, the result of which could have an adverse effect on its financial position. The Corporation cautions that the foregoing list of factors is not exhaustive. Additional information about the risk factors to which the Corporation is exposed to is provided in the Corporation’s Annual Information Form dated November 21, 2022, which is available on SEDAR+ (www.sedarplus.ca).

Although the Corporation has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

The forward-looking statements contained in this material change report are expressly qualified in their entirety by the foregoing cautionary statements. The forward-looking statements set forth herein reflect the Corporation’s expectations as of the date hereof, and are subject to change after this date. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law.