TEL AVIV, Israel and
FORT LAUDERDALE, Fla.,
Aug. 13, 2021 /PRNewswire/
-- Memic Innovative Surgery Ltd. (the "Company" or "Memic"), a
medical device company dedicated to transforming surgery with its
proprietary surgical robotic technology, and MedTech Acquisition
Corporation (Nasdaq: MTAC) ("MedTech"), a publicly traded special
purpose acquisition company (SPAC) focused on medical technology,
including surgical robotics, today announced that they have entered
into a definitive agreement for a business combination. Upon the
closing of the transaction, the combined company will operate under
the Memic name and Maurice R. Ferré, MD, an independent director of
MedTech and current Chairman of the board of Memic, will become
Executive Chairman of the combined company. Memic will apply to
have its ordinary shares listed on The Nasdaq Stock Market
("Nasdaq"). The business combination is expected to be completed in
the fourth quarter of 2021.
"We are pleased to reach a merger agreement with MedTech, which
represents a significant opportunity to advance the robot-assisted
surgery market in ways that, until now, have been unattainable,"
said Dvir Cohen, co-founder and
Chief Executive Officer of Memic. "We believe the Hominis platform
has the potential to transform the way surgeons perform
robot-assisted procedures, beginning with our currently
FDA-authorized indications that include transvaginal benign
hysterectomy. Our partnership with the MedTech team, which provides
decades of collective experience in surgical robotics, is an
important step in bringing our advanced technology to medical
facilities and patients across the United
States and the world. We look forward to entering the public
markets and working together with MedTech in the next phase of our
company's journey."
"This agreement with Memic reflects the continued commitment of
our management team and board of directors to deliver value to our
stockholders," said Chris Dewey,
Chief Executive Officer of MedTech. "Following a comprehensive
review of investment opportunities, we were impressed with the
highly accomplished management team at Memic and its disruptive,
minimally invasive, cost-effective Hominis system, which positions
the Company well for substantial growth and profitability. We
believe that Memic's innovative technology, coupled with our team's
expertise in successfully commercializing medical device companies,
has the potential to create significant value for stockholders in
the years ahead."
"We believe that the Hominis platform represents the most
significant advancement in soft-tissue surgical robotics in recent
decades and this agreement further validates how our technology is
positioned to transform the surgical robotics sector," said Maurice
R. Ferré, MD, Co-founder of MAKO Surgical, Inc. "Hominis is able to
perform robotic transvaginal techniques that were previously
unfeasible, fulfilling a significant unmet need in women's health,
and we believe it has the potential to be applied to a broad range
of indications in the future including general surgery."
Company Overview
Hominis received de novo marketing
authorization from the FDA in February
2021 for use in single site, natural orifice
laparoscopic-assisted transvaginal benign surgical procedures,
including benign hysterectomy. It is the first and only
FDA-authorized surgical robotic platform that features miniature
humanoid-shaped robotic arms that provide human level dexterity,
multi-planar flexibility and 360 degrees of articulation, allowing
it to reach the entire surgical site. The Company's initial target
addressable market is over 1 million women's health procedures in
the United States and over 4
million globally. The Company plans to expand within women's
health, as well as into additional applications including general,
colorectal, thoracic, transoral and transrectal surgeries.
The biomimetic instruments are designed to replicate the motions
and capabilities of a surgeon's arms, with shoulder, elbow, and
wrist joints. Multiple instruments can be introduced into the body
through a single portal and the 360-degree articulation offers the
ability to bend and work around anatomic barriers, as well as
optimal access and working angles. The system's proprietary
instruments and human-like features enable surgeons to perform
indicated gynecologic procedures using the transvaginal approach,
which research shows results in better clinical outcomes for
patients, including reduced pain, recovery time and rates of
infection and no visible scarring.
The small, compact and mobile design of Hominis also offers a
minimal footprint, with simple docking and a short setup time for
surgeons, without requiring a dedicated operating room. Hominis can
be purchased at a significant cost advantage compared to other
available robotic technology.
Memic has applied for a CE Mark for the Hominis system in
additional countries outside the United
States with decisions and expanded commercialization
pending.
Transaction Overview
Upon closing of the business
combination, the combined company will have an estimated pro-forma
equity value of more than $1 billion,
assuming no redemptions by MedTech's public stockholders. The
combined company's estimated cash balance will consist of MedTech's
$250 million cash held in trust,
assuming no redemptions by public stockholders, $76 million from the private placement of
ordinary shares with investors (PIPE), and $63 million from the current balance sheet of
Memic, less estimated transaction expenses and operational expenses
through closing. The combined company is expected to hold
approximately $360 million in cash,
less transaction and operational expenses until closing, to fund
the business through its investment phase and to positive cash
flow, assuming no redemptions by MedTech's public stockholders. The
PIPE is led by various investors, including Bridger Healthcare,
Ltd., The Kraft Group, Monashee Investment Management LLC, Pura
Vida Investments, Wellington Management, Ken Langone, Peregrine Ventures, HighSage
Ventures, and management and board members of MedTech. Memic's
existing stockholders will be rolling 100% of their equity into the
combined company.
Following completion of the transaction and the PIPE and
assuming no redemptions by MedTech's public stockholders, the
security holders of Memic are expected to own approximately 61.6%,
MedTech stockholders 24.7%, PIPE investors 7.5%, and MedTech's
sponsor 6.2% of the combined company. The proposed transaction has
been approved by the boards of directors of Memic and MedTech and
is subject to the approval of the stockholders of Memic and
stockholders of MedTech and the satisfaction or waiver of other
customary conditions.
Additional information about the proposed transaction, including
a copy of the business combination agreement and an investor
presentation, will be filed by MedTech in a Current Report on Form
8-K with the U.S. Securities and Exchange Commission ("SEC") and
will be available at www.sec.gov.
Advisors
BofA Securities is serving as sole financial
advisor to Memic. Greenberg Traurig, LLP is serving as legal
counsel to Memic.
BofA Securities and Raymond James
& Associates, Inc. and Wells Fargo Securities, LLC are serving
as lead joint placement agents on the private offering (PIPE).
Latham & Watkins LLP is serving as legal counsel to the
placement agents.
Raymond James & Associates,
Inc. is serving as sole financial advisor to MedTech and acted as
sole book-running manager for the MedTech's IPO in December 2020. Foley & Lardner, LLP is
serving as legal counsel to MedTech.
Management Presentation Information
A webcast of the
corporate presentation and associated materials are available on
Deal Roadshow:
URL: https://dealroadshow.com
Entry Code: MEMIC21
Direct Link: https://dealroadshow.com/e/MEMIC21
About Memic
Memic was founded in 2013 and based in
Tel Aviv, Israel with a wholly
owned subsidiary based in Fort
Lauderdale, Florida, is a medical device company dedicated
to transforming surgery with its proprietary surgical robotic
technology. For more information,
visit: https://memicmed.com/.
About MedTech Acquisition Corporation
MedTech
Acquisition Corporation (Nasdaq: MTAC) is a blank check company
formed for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses or entities. MedTech has
stated a focus on the medical technology industry in the United States and other developed
countries.
Important Information about the Proposed Business Combination
and Where to Find It
In connection with the proposed merger
(the "Business Combination"), Memic intends to file with the SEC a
registration statement on Form F-4, which will include a
preliminary proxy statement/prospectus and a definitive proxy
statement/prospectus, and certain other related documents, which
will be both the proxy statement to be distributed to holders of
MedTech's shares of common stock in connection with the MedTech's
solicitation of proxies for the vote by MedTech's stockholders with
respect to the proposed business combination and other matters as
may be described in the registration statement, as well as the
prospectus relating to the securities to be issued in the proposed
transaction. MedTech's stockholders and other interested persons
are advised to read, when available, the preliminary proxy
statement/prospectus included in the registration statement and the
amendments thereto and the definitive proxy statement/prospectus,
as well as other documents filed with the SEC in connection with
the proposed business combination, as these materials will contain
important information about the parties to the proposed business
combination agreement, Memic, MedTech and the proposed combined
company. After the registration statement is declared
effective, the definitive proxy statement/prospectus and other
relevant materials for the proposed business combination will be
mailed to stockholders of MedTech as of a record date to be
established for voting on the proposed business combination and
other matters as may be described in the registration statement.
Stockholders will also be able to obtain copies of the preliminary
proxy statement/prospectus, the definitive proxy
statement/prospectus, and other documents filed with the SEC that
will be incorporated by reference therein, without charge, once
available, at the SEC's website at www.sec.gov. In addition, the
documents filed by MedTech may be obtained by written request
to:
MedTech Acquisition Corporation
600 Fifth Avenue, 22nd Floor
New York, NY 10022
Participants in the Solicitation
Memic and MedTech and
their respective directors and executive officers may be deemed to
be participants in the solicitation of proxies from MedTech's
stockholders in connection with the merger under the rules of the
SEC. MedTech's stockholders, Memic's shareholders and other
interested persons may obtain, without charge, more detailed
information regarding the names, affiliations and interests of
directors and executive officers of Memic and MedTech in MedTech's
Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as amended by Amendment No. 1
to MedTech's Annual Report on Form 10-K for the fiscal year ended
December 31, 2020 (File
No.001-39813), or Memic's Form F-4 (when available), as applicable,
as well as their other filings with the SEC. Other information
regarding persons who may, under the rules of the SEC, be deemed
the participants in the proxy solicitation of MedTech's
stockholders in connection with the merger and a description of
their direct and indirect interests, by security holdings or
otherwise, will be included in the preliminary proxy
statement/prospectus and will be contained in other relevant
materials to be filed with the SEC regarding the merger (if and
when they become available). Free copies of these documents can be
obtained at the SEC's website at www.sec.gov.
Forward-Looking Statements
This press release contains
certain forward-looking statements within the meaning of the
federal securities laws with respect to the proposed merger between
MedTech and Memic. Forward-looking statements may be identified by
the use of the words such as " estimate," "plan," "project,"
"forecast," "intend," "expect," "anticipate," "believe," "seek,"
"strategy," "future," "opportunity," "may," "target," "should,"
"will," "would," "will be," "will continue," "will likely result,"
or similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to,
statements as to the expected timing, completion and effects of the
merger, are based on various assumptions, whether or not identified
in this press release, and on the current expectations of Memic's
and MedTech's management, are not predictions of actual
performance, and are subject to risks and uncertainties. These
forward-looking statements are subject to a number of risks and
uncertainties, including but not limited to: the risk that the
Merger may not be completed in a timely manner or at all; the
failure to satisfy the conditions to the consummation of the
merger, including the failure to obtain approval of the
stockholders of MedTech; the inability to complete the foregoing
PIPE investment; the occurrence of any event, change or other
circumstance that could give rise to the termination of the
business combination agreement; the amount of redemption requests
made by MedTech's public stockholders; the effect of the
announcement or pendency of the merger on Memic's business; risks
that the merger disrupts current plans and operations of Memic;
challenges to Memic in the manufacture, commercialization and
marketing of its medical device products; the ability to recognize
the anticipated benefits of the proposed transaction, which may be
affected by, among other things, the ability of Memic to grow,
manage growth profitably and retain its key employees; Memic's
estimates of its financial performance; changes in general economic
or political conditions; changes in the markets in which the Memic
competes; the impact of natural disasters or health epidemics,
including the ongoing COVID-19 pandemic; legislative or regulatory
changes; industry risks related to the medical device and medical
technology industries; competition; conditions related to Memic's
operations in Israel; risks
related to data security and privacy; changes to accounting
principles and guidelines; potential litigation relating to the
proposed business combination; the ability to obtain and maintain
the listing of Memic's securities on the Nasdaq Capital Market; the
price of Memic's securities may be volatile; the ability to
implement business plans, and other expectations after the
completion of the merger; and unexpected costs or expenses. The
foregoing list of factors is not exhaustive. Foregoing factors and
the other risks and uncertainties described in the "Risk Factors"
section of MedTech's Annual Report on Form 10-K for the fiscal year
ended December 31, 2020 (File No.
001-39813), and MedTech's registration statement on Form S-1 (File
No. 333-251037), and Memic's registration statement on Form F-4
(when available) and other documents should be carefully
considered, if and when filed by Memic or MedTech from time to time
with SEC. If any of these risks materialize or these assumptions
prove incorrect, actual events and results could differ materially
from those contained in the forward-looking statements. There may
be additional risks that neither Memic nor MedTech presently know
or that Memic and MedTech currently believe are immaterial that
could also cause actual events and results to differ. In addition,
forward-looking statements reflect Memic's and MedTech's
expectations, plans or forecasts of future events and views as of
the date they are made. Memic and MedTech anticipate that
subsequent events and developments will cause Memic's and MedTech's
assessments to change. While Memic and MedTech may elect to update
these forward-looking statements at some point in the future, Memic
and MedTech specifically disclaim any obligation to do so, unless
required by applicable law.
Any financial information or projections in this communication
are forward-looking statements that are based on assumptions that
are inherently subject to significant uncertainties and
contingencies, many of which are beyond Memic's and MedTech's
control. The inclusion of financial information or projections in
this communication should not be regarded as an indication that
Memic or MedTech, or their respective representatives and advisors,
considered or consider the information or projections to be a
reliable prediction of future events.
This communication is not intended to be all-inclusive or to
contain all the information that a person may desire in considering
an investment in MedTech and is not intended to form the basis of
an investment decision in MedTech. All subsequent written and oral
forward-looking statements concerning MedTech and Memic, the Merger
or other matters and attributable to MedTech and Memic or any
person acting on their behalf are expressly qualified in their
entirety by the cautionary statements above.
No Offer or Solicitation
This press release shall not
constitute a solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the business
combination. This press release shall also not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any states or
jurisdictions in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of the Securities Act of 1933, as amended.
Media Contact:
Lynn
Granito
Berry & Company Public Relations
lgranito@berrypr.com
973-818-3732
Investor Contact:
Greg
Chodaczek
Gilmartin Group
greg@gilmartinir.com
347-620-7010
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SOURCE Memic