Creates a global surgical robotics company with
a compelling product portfolio
Expected to accelerate commercialization
timeline and revenue ramp
TransEnterix, Inc. (NYSE MKT: TRXC), a medical device company
that is pioneering the use of robotics to improve minimally
invasive surgery, announced today that it has acquired the surgical
robotics division of SOFAR S.p.A., an Italian health care company,
in a cash and stock transaction with total consideration of $99.8
million. SOFAR has developed the TELELAP ALF-X® advanced robotic
system for minimally invasive surgery, which has an active CE
Mark.
“The combination of SurgiBot™ and ALF-X® will allow TransEnterix
to address a larger market opportunity with compelling patient,
surgeon and hospital value,” said Todd M. Pope, President and CEO
of TransEnterix. “We believe this combination accelerates our
commercialization timeline and revenue ramp as we can immediately
begin selling the ALF-X in many markets globally.”
“We believe joining with TransEnterix will make our vision to
create the next wave of robotic surgery a reality.” said Andrea
Biffi, CEO of SOFAR, who has been appointed to the TransEnterix
Board of Directors. “Our decision to become a significant
shareholder reflects our belief that the company has built a strong
team and will execute on this compelling opportunity.”
Strategic Rationale
The combination with SOFAR’s surgical robotics division supports
and accelerates TransEnterix’s fundamental strategies:
- Accelerate the migration of
traditional laparoscopic procedures to robotically assisted
laparoscopy: Both robotic surgical systems are designed to
leverage the experience and motion of traditional laparoscopic
surgery. Laparoscopic procedures represent over 10 times the number
of existing robotic surgery procedures. New robotic systems that
leverage laparoscopic experience and techniques should facilitate
the continued growth of robotically enhanced laparoscopy.
- Address the trade-offs required of
surgeons when using currently available robots: Both the
SurgiBot and ALF-X systems are designed to address trade-offs that
currently-available robotic systems require of surgeons, such as
loss of haptic feedback, being disengaged from the surgical field,
the increased size of required trocar incisions, the inability to
easily reposition patients once docked, and the requirement to
interrupt operating and disengage instrument controls in order to
move the camera.
- Eliminate cost barriers to adoption
with compelling pricing models: Both robotic systems are
designed to present a compelling economic value to hospitals.
Whether through reduced capital acquisition cost or reduced
per-procedure costs, each system will lower the economic barriers
for hospitals to engage in robotic surgery. This should make
robotic surgery a possibility for many more hospitals around the
world.
The acquisition of SOFAR’s surgical robotics division is
anticipated to have a positive financial impact going forward.
TransEnterix believes that the ability to commercialize the ALF-X
system in the near-term under the existing CE Mark and our
significantly expanded market opportunity could accelerate our
revenue growth more than previously anticipated.
Transaction Structure
TransEnterix acquired from SOFAR all of the intellectual
property and other assets, employees and contracts related to the
advanced robotic system for minimally invasive laparoscopic surgery
known as TELELAP ALF-X (Acquisition Transaction).
At the closing of the Acquisition Transaction, SOFAR received
$25 million in cash and 15,543,413 shares of TransEnterix common
stock with a value of $43.7 million, based on the closing price of
$2.81 as of September 18, 2015.
The agreement also provides for up to €27.5 million ($31.1
million) in remaining cash consideration to be paid in three
additional tranches based on the achievement of negotiated
milestones.
In connection with the Acquisition Transaction, SOFAR entered
into a lock-up agreement with TransEnterix pursuant to which SOFAR
agreed, subject to certain exceptions, not to sell, transfer or
otherwise convey any of the shares issued for one year following
the closing date of the acquisition. The shares will be released
between the first and second anniversaries of the closing of the
Acquisition Transaction. TransEnterix also entered into a
Registration Rights Agreement with SOFAR, pursuant to which
TransEnterix agreed to register SOFAR’s shares for resale, subject
to the lock-up provisions.
Structure and Governance
TransEnterix, Inc. will continue to have its principal offices
in North Carolina. The company will continue the research and
development activities in Italy through its subsidiary,
TransEnterix Italia, S.r.l., f/k/a Vulcanos S.r.l. Mr. Pope will
remain the President and CEO of TransEnterix and Mr. Biffi will
serve on the TransEnterix Board of Directors.
Conference Call
TransEnterix, Inc. will host a conference call
on Tuesday, September 22, 2015 at 8:00 AM ET to
discuss this acquisition. To listen to the conference call on your
telephone, please dial (888) 811-5408 for domestic callers or (913)
312-0838 for international callers approximately ten minutes prior
to the start time. To access the live audio webcast with
presentation slides or archived recording, use the following link
http://ir.transenterix.com/events.cfm. The replay will be available
on TransEnterix's website for approximately 90 days after the
conference call.
About TransEnterix
TransEnterix is a medical device company that is pioneering
the use of robotics to improve minimally invasive surgery by
addressing the economic and clinical challenges associated with
current laparoscopic and robotic options. The company is focused on
the development and commercialization of the SurgiBot™ System, a
robotically enhanced laparoscopic surgical platform that allows the
surgeon to be patient-side within the sterile field. The SurgiBot
System is not yet available for sale in any market. For more
information, visit the TransEnterix website
at www.transenterix.com.
About TELELAP ALF-X
TELELAP ALF-X is a next generation robotic surgical system. The
system is the result of years of advanced research by SOFAR S.p.A,
in collaboration with the European Commission’s Joint Research
Centre (JRC). TELELAP ALF-X is a multi-port robotic system that
brings the advantages of robotic surgery to patients while enabling
surgeons with innovative new technology such as eye tracking and
haptics. Utilizing reusable instruments, the system will allow
hospitals to offer the most advanced technology with low
operational costs. The ALF-X is not available for sale in the
U.S.
Forward Looking Statements
This press release includes statements relating to
TransEnterix’s acquisition of SOFAR S.p.A’s. surgical robotics
division, the TELELAP ALF-X® System, the SurgiBot™ System and our
current regulatory and commercialization plans for these products.
These statements and other statements regarding our future plans
and goals constitute "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934, and are intended to
qualify for the safe harbor from liability established by the
Private Securities Litigation Reform Act of 1995. Such statements
are subject to risks and uncertainties that are often difficult to
predict, are beyond our control, and which may cause results to
differ materially from expectations. Factors that could cause our
results to differ materially from those described include, but are
not limited to, whether our acquisition of the ALF-X surgical
robotics system will be successful, whether the combination of the
SurgiBot and ALF-X will provide compelling patient, surgeon and
hospital value; whether TransEnterix’s acquisition of the ALF-X
surgical robotics system will have a positive financial impact
going forward; whether SurgiBot System's 510(k) application(s)
submitted on June 1, 2015 will be cleared by the U.S. FDA, whether
we will be able to efficiently and successfully integrate the
acquisition into our operations, the pace of adoption of our
products by surgeons, the success and market opportunity of our
products, the effect on our business of existing and new regulatory
requirements and other economic and competitive factors. For a
discussion of the most significant risks and uncertainties
associated with TransEnterix's business, please review our filings
with the Securities and Exchange Commission (SEC), including our
Quarterly Report on Form 10-Q filed on August 6, 2015 and other
filings we make with the SEC. You are cautioned not to place undue
reliance on these forward looking statements, which are based on
our expectations as of the date of this press release and speak
only as of the origination date of this press release. We undertake
no obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20150921006346/en/
TransEnterix, Inc.Investor Contact:Mark Klausner,
443-213-0501transenterix@westwicke.comorMedia Contact:Joanna
Rice, 951-751-1858joanna@greymattermarketing.com
TransEnterix (AMEX:TRXC)
Gráfica de Acción Histórica
De Jun 2024 a Jul 2024
TransEnterix (AMEX:TRXC)
Gráfica de Acción Histórica
De Jul 2023 a Jul 2024