LivaNova completes the initial sale of the heart valve business to Gyrus Capital

“The completion of the HV sale to Gyrus Capital enables LivaNova to optimize its portfolio and focus on the areas of cardiovascular and neuromodulation, our two areas of expertise,” said Damien McDonald, Chief Executive Officer of LivaNova. “We are now better positioned to drive growth in our core business, allocate resources to realizing promising pipeline opportunities, and improve our operational excellence to best serve our patients and create maximum value for our shareholders.”

The HV business includes a comprehensive product portfolio with Perceval ^® , a unique seamless aortic valve, and Memo 4D ^®, a semi-rigid mitral annuloplasty ring. Together with the mechanical valves, this portfolio covers the different needs of cardiac surgeons and patients around the world. Approximately 850 employees will move to CORCYM as part of the global HV business with main locations in Saluggia, Italy and Vancouver, Canada. As of today, LivaNova and CORCYM have completed the initial deal in connection with the takeover of the LivaNova HV business by CORCYM. As part of the initial deal, CORCYM acquired LivaNova’s production facilities in Saluggia and Vancouver, as well as related assets in other regions, which make up the majority of the HV business.

LivaNova expects the HV business to generate net sales of approximately USD 70 million in the period from June 1 to December 31, 2021. After deducting these estimated net sales for the HV business, LivaNova expects global sales growth of 0% to 5% based on constant currencies for the full year 2021. Additionally, the company expects adjusted earnings per share dilution of approximately $ 0.09 related to the disposal and now expects adjusted earnings per share of $ 1.31 to $ 1.81 for full year 2021 . Adjusted free cash flow will not include the proceeds from the sale. LivaNova will provide further details on the financial impact of the divestment once the company releases its results for the second quarter of 2021.

Consultant

Goldman Sachs & Co. LLC acted as financial advisor to LivaNova and Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor.

Medeor acts as a transactional and corporate advisor to Gyrus. Additional advisors to Gyrus include: Deloitte – Finance, Taxes and Outsourcing; Alira Health, Medpass International – commercial; DuPont Sustainable Solutions – environmentally related; Nctm, Gowling WLG and Eversheds-Sutherland – legal.

About LivaNova

LivaNova PLC is a global medical technology innovation company that draws on nearly five decades of experience and relentless commitment to empowering patients and their families through innovative medical technologies to bring hope and life-changing improvements to the mind and heart. Headquartered in London, LivaNova has approximately 3,000 employees and is represented in more than 100 countries for the benefit of patients, healthcare professionals and healthcare systems worldwide. Further information is available at www.livanova.com .

About Gyrus Capital

Gyrus Capital is an investment firm focused on transformative investing in healthcare and sustainability. Headquartered in Geneva, Switzerland, the company specializes in outsourcing companies with great products and employees ranging from $ 50 million to $ 500 million that are not part of the parent company’s core business. The spin-off of LivaNova HV follows the acquisition of DuPont Sustainable Solutions (a global leader in occupational health and safety and risk and safety consulting ) from EI DuPont de Nemours in 2019. To find out more, visit www.gyruscapital.com .

About CORCYM

CORCYM is a global, independent medical device company focused on providing innovative surgical solutions to combat structural heart disease. CORCYM is represented in more than 100 countries with approx. 850 employees and offers patients, medical professionals and health systems worldwide intensive and continuous support. www.corcym.com

Use of non-GAAP financial measures

In this press release, management has disclosed financial statements that are financial information that may not necessarily conform to GAAP. Management uses these key figures as a tool to monitor the ongoing financial performance of the company from quarter to quarter and from year to year and to make benchmark comparisons with other medical technology companies. Non-GAAP financial measures used by the company may be calculated differently than similarly titled measures used by other companies and, therefore, may not be comparable to them. These non-GAAP financial measures should be viewed in conjunction with, but not as an alternative to, GAAP operational performance measures.

Management is of the opinion that the reference to a comparable, currency-adjusted growth is the most suitable way to evaluate the sales development of LivaNova and to compare the sales development of the current period with previous periods on a consistent basis. Currency-neutral growth, a non-GAAP measure, measures the change in sales between the current period and the prior-year period, taking into account the average exchange rates that were valid during the corresponding prior-year period.

LivaNova calculates forward-looking non-GAAP financial metrics based on internal forecasts. It does not take into account certain amounts that would be included in GAAP financial measures. So z. B. Forward-looking net sales growth forecasts are estimated on the basis of constant currencies and excluding the effects of currency fluctuations. Forward-looking non-GAAP projections for Adjusted Diluted Earnings per Share include items such as: B. Changes in the fair value of contingent consideration agreements, asset impairment and product remediation costs that would be included in, but are not limited to, comparable GAAP financial measures. The closest comparable GAAP measure for currency-neutral net sales and adjusted diluted earnings per share are net sales, effective tax rate, and earnings per share, respectively. However, non-GAAP financial adjustments on a forward-looking basis are subject to uncertainty and variances as they depend on many factors including, but not limited to, the effects of currency fluctuations, the effects of potential acquisitions or disposals, gains or losses on the potential sale of Divisions or other assets, restructuring costs, merger and integration activities, changes in the fair value of contingent consideration agreements, product refurbishment costs, Expenses for asset impairment and the tax effects of the above items, changes in tax laws or other tax matters. Accordingly, reconciliations to the most comparable future-oriented GAAP financial ratios are not possible with a reasonable amount of effort.

The company also believes that the adjusted financial metrics used by LivaNova make it easier for management to assess the company’s operational performance and provide a basis for strategic planning and the design of compensation and incentive plans. In addition, adjusted financial metrics allow investors a more comparable and uniform assessment of the company’s core performance for different time periods and with other companies in the medical technology sector. To do this, they are adjusted for items that are not related to the company’s operating business or that arise in the course of normal business activities.

Safe Harbor Statement

This press release contains “forward-looking statements” regarding LivaNova’s goals, beliefs, expectations, strategies, objectives, plans and underlying assumptions, as well as other statements that are not necessarily based on historical facts. These statements include, but are not limited to, statements relating to the HV Transaction, including, but not limited to, the likelihood or timing of the completion of the remainder of the sale of the HV Business and the anticipated effects of the sale on the forecast for the full year Company. Important factors that could cause actual events to differ materially include: (i) LivaNova’s ability to successfully complete the sale of the remaining portions of the HV business; (ii) failure to obtain appropriate regulatory or other approvals in a timely or otherwise; (iii) failure to comply with any other condition of the proposed transaction; (iv) the time required to complete the proposed Transaction, which for various reasons may be longer than expected; and (v) unexpected costs or liabilities that may arise from the sale of the HV business. The above list of factors is not exhaustive. You should carefully consider the above factors and the other risks and uncertainties that may affect LivaNova’s business. This includes the risks and uncertainties described in the “Risk Factors” section in LivaNova’s annual reports on Form 10-K, in the quarterly reports on Form 10-Q, in the current reports on Form 8-K and in other filings by LivaNova from time to time with the US Securities and Exchange Commission. LivaNova does not make any representations (1) that LivaNova will achieve its expectations or (2) what the outcome or the termination of regulatory measures, administrative proceedings, official investigations, legal proceedings, warnings, settlements, cost reductions, business strategies, revenue or sales developments and future financial results concerns. We assume no obligation to update the information contained in this press release to reflect subsequent events or circumstances. occasionally filed by LivaNova with the US Securities and Exchange Commission. LivaNova does not make any representations (1) that LivaNova will achieve its expectations or (2) what the outcome or the termination of regulatory measures, administrative proceedings, official investigations, legal proceedings, warnings, settlements, cost reductions, business strategies, revenue or sales developments and future financial results concerns. We assume no obligation to update the information contained in this press release to reflect subsequent events or circumstances. occasionally filed by LivaNova with the US Securities and Exchange Commission. LivaNova does not make any representations (1) that LivaNova will achieve its expectations or (2) what the outcome or the termination of regulatory measures, administrative proceedings, official investigations, legal proceedings, warnings, settlements, cost reductions, business strategies, revenue or sales developments and future financial results concerns. We assume no obligation to update the information contained in this press release to reflect subsequent events or circumstances. (1) that LivaNova will achieve its expectations or (2) with regard to the outcome or the termination of regulatory measures, administrative proceedings, official investigations, legal proceedings, warnings, comparisons, cost reductions, business strategies, revenue or sales developments and future financial results. We assume no obligation to update the information contained in this press release to reflect subsequent events or circumstances. (1) that LivaNova will achieve its expectations or (2) with regard to the outcome or the termination of regulatory measures, administrative proceedings, official investigations, legal proceedings, warnings, comparisons, cost reductions, business strategies, revenue or sales developments and future financial results. We assume no obligation to update the information contained in this press release to reflect subsequent events or circumstances.

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