NVCN.US Tender offer with Israeli Tax Elections

NEOVASC INC. (NVCN.US) has announced a tender offer with Israeli tax election rights, where holders can choose to be exempt from tax (0%) or participate with variable tax rate Tender Shares. FUTU is now offering this option to assist with the collection of Israeli tax declaration forms related to the recently completed merger involving Neovasc Inc. and Shockwave Medical Inc., and subsequent processing of merger entitlements. Currently, only holders who complete and submit the Israeli Tax Declaration Form on the tax portal are eligible for the merger consideration.

Once the form is completed and an election has been made, FUTU will submit the shares electronically via DTC. Upon review and approval by the Israeli Tax Authority (ITA), the paying agent will provide confirmation to FUTU and the positions will be queued for payment.

When completing the Tax Declaration Form, please carefully read all instructions and fill out the form correctly and completely, or else the form will be subject to rejection. Holders may claim a full or partial exemption from such Israeli tax according to their residency, or if the holder has obtained a valid certificate from the Israeli Tax Authority. For more information, please consult your tax advisor.

Tax Portal

Merger Terms: Each share of Neovasc Inc. will be converted into $27.25 USD plus 1 Contingent Value Right (CVR), subject to Israeli withholding tax at a rate of 25%.

Holders can apply to participate in the relevant corporate action as follows:

Option (1) - Take no action [default option]

Option (2) - Tender Shares - Exempt (0%) Option, accepting $27.25 USD per share in cash (net of applicable pre-withholding tax based on VOI) and 1 SHOCKWAVE MEDICAL INC CVR to be acquired.

Option (3) - Tender Shares - Variable Tax Rate Option, accepting $27.25 USD per share in cash (net of any applicable pre-withholding tax) and 1 SHOCKWAVE MEDICAL INC CVR to be acquired.

Please note that any election made must be accompanied by a correctly and completely filled out Tax Declaration Form; otherwise, it may be rejected by the Israeli Tax Authority (ITA) and cannot be processed. Holders are responsible for their own tax consequences.

The final deadline for submitting the tax declaration form, and submitting an election for partial or full exemption, is 05/10/2023 @16:00 (Hong Kong Time). Any positions left outstanding after this deadline will be subject to the default withholding tax rate of 25%.

The deadline to tender shares to the offer will be 05/10/2023 @16:00 (HONG KONG TIME GMT+8).

In the absence of an election, no action will be taken.

Please fill in the following information and use the registered email address of Futu to send an email to cs@futuhk.com.

1. Account Number:
2. Name: (In Chinese or English)
3. Stock code: NVCN.US
4. Options: (1) or (2) or (3)
5. Number of shares participating in corporate actions:

Note to applicants:
1. For shareholders holding less than 1 share of NVCN.US, they cannot participate in related corporate actions.
2. Option (1) is the default option. We will help clients to choose option (1) if have not received clients’ emails.
3. Once the relevant application is submitted, the stocks participating in the company's actions cannot be traded and the application cannot be withdrawn.
4. This corporate action does not accept additional applications, the maximum number of applications that a client can apply for does not exceed the number of eligible shares it holds.
5. The pending orders and unsettled shares will not be accepted for the time being.
6. Please confirm that the account funds are sufficient to pay the relevant fees of this corporate action. Otherwise, we will not bear any responsibility for the failure of your application.
7. If there is any update, all the information released by the listed company shall prevail.