Augmedix, Inc. (Nasdaq: AUGX), a leader in ambient AI medical
documentation and data solutions, today announced that it has
entered into a definitive agreement to be acquired by Commure,
Inc., a leading provider of technology to healthcare systems, in an
all-cash transaction that values Augmedix at approximately $139
million in equity value.
Under the terms of the agreement, Augmedix
stockholders will receive $2.35 per share in cash upon completion
of the proposed transaction, and Augmedix will become a
wholly-owned subsidiary of Commure. The purchase price represents a
premium of approximately 169% over the volume weighted average
price (VWAP) of Augmedix’s common stock for the 30 days ending July
18, 2024.
“This proposed transaction with Commure provides
certainty and a premium value for our stockholders, representing a
transformative next step in Augmedix’s mission to unburden
clinicians of administrative tasks while dramatically improving
health system efficiency,” said Manny Krakaris, Chief Executive
Officer at Augmedix. “As part of Commure, we believe Augmedix will
be well-positioned to scale ambient documentation solutions to even
more clinicians and health systems while simultaneously
accelerating efforts to infuse more innovative features,
integrations, and AI capabilities into our product suite.
Importantly, Commure is strongly aligned with Augmedix’s mission
and vision for the future. We believe that the significant
resources, deep industry expertise, and broadened technology
capabilities we gain through this transaction will strengthen our
market position, enable us to take advantage of more opportunities
and create a powerful, future-focused company. We look forward to
continuing to serve our customers and support our employees who are
relentless in their pursuit of better clinical, operational, and
financial outcomes.”
“Through our acquisition of Augmedix,” added
Tanay Tandon, Chief Executive Officer at Commure, “we’re taking a
huge step forward in building the health AI operating system of the
future, using language models to consolidate various point
solutions into a single, integrated platform for providers,
clinical operations teams, and healthcare IT.”
Transaction Details
Under the terms of the agreement with Augmedix,
Commure will acquire all outstanding shares of Augmedix common
stock for a total equity value of approximately $139 million.
Augmedix stockholders will receive $2.35 in cash per share.
Augmedix’s Board of Directors unanimously approved the transaction.
The closing of the transaction is expected in late Q3 or early Q4,
subject to approval by Augmedix stockholders and the satisfaction
of other customary closing conditions. Upon completion of the
transaction, Augmedix’s common stock will no longer be publicly
listed, and Augmedix will become a privately held company. The
transaction is expected to be funded from Commure’s cash on hand
and available liquidity.
Advisors
Evercore is serving as exclusive financial
advisor to Augmedix, and Morrison Foerster is serving as legal
advisor to Augmedix. Morgan Stanley & Co. LLC is serving as
financial advisor to Commure, and Kirkland & Ellis is serving
as legal advisor to Commure.
About Augmedix
Augmedix (Nasdaq: AUGX) empowers clinicians to
connect with patients by liberating them from administrative burden
through the power of ambient AI, data, and trust. The platform
transforms natural conversations into organized medical notes,
structured data, and point-of-care notifications that enhance
efficiency and clinical decision support. Incorporating data from
millions of interactions across all care settings, Augmedix
collaborates with hospitals and health systems to improve clinical,
operational, and financial outcomes. Augmedix is headquartered in
San Francisco, CA, with offices around the world. To learn more,
visit www.augmedix.com.
About CommureThe administrative
and technological burden facing the healthcare workforce today has
overtime eroded the human side of healthcare –– separating
providers from the reason why they got into medicine in the first
place: seeing patients and providing exceptional care. Commure’s
mission is to once again make health the focus of healthcare by
using AI and automation to eliminate distractions and keep
providers connected to their patients throughout the care journey.
The Commure suite of automated and AI-enabled hardware, software,
and services results in happier and healthier patients, less time
wasted on administrative tasks, safer staff, and more reliable
insurance reimbursements. Since merging with Athelas, Commure’s
growing suite of solutions now includes Patient Engagement,
Workflow Automation, Staff Safety, At-Home Patient Monitoring,
Billing Solutions, and Automated Dictation. Commure supports more
than 250,000 clinicians and staff and hundreds of thousands of
patients across hundreds of care sites. Visit commure.com,
athelas.com, or LinkedIn to learn more.
Contact Information
For Augmedix:
Investors:Matt Chesler, CFAFNK IR646-809-2183augx@fnkir.com
investors@augmedix.com
Media:Kaila GrafemanAugmedixpr@augmedix.com
For Commure:
Daniel Briandaniel@commure.com
Cautionary Statement Regarding
Forward-Looking Statements
This communication may contain forward-looking
statements, which include all statements that do not relate solely
to historical or current facts, such as statements regarding the
pending acquisition of Augmedix, Inc. (the “Company”) by Commure,
Inc. (“Parent”) (the “Merger”) and the expected timing of the
closing of the Merger and other statements that concern the
Company’s expectations, intentions or strategies regarding the
future. In some cases, you can identify forward-looking statements
by the following words: “may,” “will,” “could,” “would,” “should,”
“expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,”
“predict,” “project,” “aim,” “potential,” “continue,” “ongoing,”
“goal,” “can,” “seek,” “target” or the negative of these terms or
other similar expressions, although not all forward-looking
statements contain these words. These forward-looking statements
are based on the Company’s beliefs, as well as assumptions made by,
and information currently available to, the Company. Because such
statements are based on expectations as to future financial and
operating results and are not statements of fact, actual results
may differ materially from those projected and are subject to a
number of known and unknown risks and uncertainties, including, but
not limited to: (i) the risk that the Merger may not be completed
on the anticipated timeline or at all; (ii) the failure to satisfy
any of the conditions to the consummation of the Merger, including
the receipt of required approval from the Company’s stockholders;
(iii) the occurrence of any event, change or other circumstance or
condition that could give rise to the termination of the definitive
agreement between the Company and Parent relating to the Merger,
including in circumstances requiring the Company to pay a
termination fee; (iv) the effect of the announcement or pendency of
the Merger on the Company’s business relationships, operating
results and business generally; (v) risks that the Merger disrupts
the Company’s current plans and operations; (vi) the Company’s
ability to retain and hire key personnel and maintain relationships
with key business partners and customers, and others with whom it
does business; (vii) risks related to diverting management’s or
employees’ attention during the pendency of the Merger from the
Company’s ongoing business operations; (viii) the amount of costs,
fees, charges or expenses resulting from the Merger; (ix) potential
litigation relating to the Merger; (x) uncertainty as to timing of
completion of the Merger and the ability of each party to
consummate the Merger; (xi) risks that the benefits of the Merger
are not realized when or as expected; (xii) the risk that the price
of the Company’s common stock may fluctuate during the pendency of
the Merger and may decline significantly if the Merger is not
completed; and (xiii) other risks described in the Company’s
filings with the U.S. Securities and Exchange Commission (the
“SEC”), such as the risks and uncertainties described under the
headings “Cautionary Note Regarding Forward-Looking Statements,”
“Risk Factors,” “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and other sections of the
Company’s Annual Report on Form 10-K, the Company’s Quarterly
Reports on Form 10-Q, and in the Company’s other filings with the
SEC. While the list of risks and uncertainties presented here is,
and the discussion of risks and uncertainties to be presented in
the proxy statement on Schedule 14A that the Company will file with
the SEC relating to its special meeting of stockholders will be,
considered representative, no such list or discussion should be
considered a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant additional
obstacles to the realization of forward-looking statements.
Consequences of material differences in results as compared with
those anticipated in the forward-looking statements could include,
among other things, business disruption, operational problems,
financial loss, legal liability to third parties and/or similar
risks, any of which could have a material adverse effect on the
completion of the Merger and/or the Company’s consolidated
financial condition. The forward-looking statements speak only as
of the date they are made. Except as required by applicable law or
regulation, the Company undertakes no obligation to update any
forward-looking statements, whether as a result of new information,
future events or otherwise.
The information that can be accessed through
hyperlinks or website addresses included in this communication is
deemed not to be incorporated in or part of this communication.
Additional Information and Where to Find
It
This communication is being made in respect of
the Merger. In connection with the proposed Merger, the Company
will file with the SEC a proxy statement on Schedule 14A relating
to its special meeting of stockholders and may file or furnish
other documents with the SEC regarding the Merger. When completed,
a definitive proxy statement will be mailed to the Company’s
stockholders. STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY
STATEMENT REGARDING THE MERGER (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE
THEREIN) AND ANY OTHER RELEVANT DOCUMENTS FILED OR FURNISHED WITH
THE SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. The Company’s
stockholders may obtain free copies of the documents the Company
files with the SEC from the SEC’s website at www.sec.gov or through
the Company’s website at ir.augmedix.com under the link “SEC
Filings” or by contacting the Company’s Investor Relations
department via e-mail at investors@augmedix.com.
Participants in the
Solicitation
The Company and its directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the Company’s stockholders with respect to the Merger.
Information about the Company’s directors and executive officers
and their ownership of the Company’s common stock is set forth in
the Company’s Amended Annual Report on Form 10-K/A for the fiscal
year ended December 31, 2023 filed with the SEC on April 29, 2024.
To the extent that such individual’s holdings of the Company’s
common stock have changed since the amounts printed in the
Company’s Amended Annual Report on Form 10-K/A for the fiscal year
ended December 31, 2023 filed with the SEC on April 29, 2024, such
changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. Additional information
regarding the identity of such participants, and their direct or
indirect interests in the Merger, by security holdings or
otherwise, will be set forth in the proxy statement and other
materials to be filed with SEC in connection with the Merger.
Augmedix (NASDAQ:AUGX)
Gráfica de Acción Histórica
De Jun 2024 a Jul 2024
Augmedix (NASDAQ:AUGX)
Gráfica de Acción Histórica
De Jul 2023 a Jul 2024