- Vicarious Surgical is a next generation robotics company
developing a disruptive technology with the goal of increasing the
efficiency of surgical procedures, improving patient outcomes and
reducing healthcare costs
- The transaction values the combined company at an enterprise
value of approximately $1.1 billion and is expected to provide more
than $425 million in cash on the balance sheet after closing
including a fully committed $115 million PIPE, priced at $10.00 per
share
- PIPE participants include strategic investor, BD (Becton,
Dickinson and Company) (NYSE: BDX) - one of the largest global
medical technology companies in the world - new institutional
investors and existing investors including Bill Gates, Vinod
Khosla’s Khosla Ventures, Eric Schmidt's Innovation Endeavors, and
Philip Liang’s E15 VC.
- An investor conference call to discuss the proposed transaction
will be conducted today, April 15, 2021, at 8:00 AM ET
Vicarious Surgical Inc. (“Vicarious” or “Vicarious Surgical” or
the “Company”), a next-generation robotics technology company
seeking to improve both cost and efficiency of surgical procedures
as well as patient outcomes, and D8 Holdings Corp. (“D8”) (NYSE:
DEH), a special purpose acquisition company, today announced that
they have entered into a definitive business combination agreement.
Upon the closing of this transaction, the combined company will
operate as Vicarious Surgical Inc. and will be listed on the New
York Stock Exchange (“NYSE”) under the new ticker symbol
"RBOT”.
Management Commentary
“Seven years ago, we started this company in order to solve the
long-standing and persistent issues presented by open surgery,
standard minimally invasive surgery and legacy robotic surgery,”
said Adam Sachs, Co-Founder & Chief Executive Officer of
Vicarious Surgical. “Legacy robotic platforms were introduced with
a promise of solving the challenges of open surgery; unfortunately,
these legacy robotic platforms have significant limitations
including prohibitive cost of adoption, limited mobility and
capabilities in the body and required space, set up time and
lengthy training. After more than two decades on the market, it is
no surprise that legacy robotic penetration is just 3%1. Our
robotic solution has arms that replicate human motion, offering
remarkable mobility with 9 degrees of freedom per arm with
360-degree visualization, all through a 1.5 cm incision. Our robot
can see, reach, and work anywhere inside the abdomen, which
effectively shrinks the surgeon and puts her/him inside the human
body. Our system fits through a standard door making it portable
from operating room to operating room, and does not require a large
footprint or facility construction build-out. With cost of goods
that are significantly lower than competing products, we believe
our robotic solution will offer a cost-effective path to improving
patient outcomes and increasing the efficiency of surgical
procedures for hospitals and ambulatory surgical centers. We are
incredibly proud of the development work we have accomplished to
date, which led to our product becoming the first, and only,
surgical robot to receive breakthrough designation from the
FDA2.”
Mr. Sachs continued: “We are extremely excited to announce our
partnership with Donald Tang, David Chu and the rest of the D8
team, which we believe will assist in catalyzing the development of
our flagship robot and in establishing a foundation of long-term
growth for our Company. Mr. Tang and the D8 team appreciate the
potential impact our technology can have on making procedures safer
and more available to patients, while simultaneously saving
hospitals money and time. We look forward to entering the public
markets with the team from D8 at our side.”
“D8 reviewed numerous investment opportunities in search of an
exciting growth company to merge with and Vicarious Surgical
impressed us with their visionary team and market disrupting
products,” said Donald Tang, Co-founder and President of D8
Holdings Corp. “Beyond the technology and the capabilities of
Vicarious Surgical’s robot, we were also excited about the positive
feedback from surgeons and hospitals. We consider Vicarious
Surgical to be a thought leader in the surgical space and we
believe the market is ready for surgical robots that drive
efficiency and improved quality of patient care. We are excited to
work with the Vicarious Surgical team on the next phase of
commercialization for their products, bringing what we believe is
much needed innovation and choice to patients and practitioners,
both in the U.S. and abroad.”
Company Overview
Vicarious Surgical is a next generation robotics company
developing a disruptive technology with the goal of increasing the
efficiency of surgical procedures, improving patient outcomes and
reducing healthcare costs. The Company was founded in 2014 by
experienced roboticists Adam Sachs, Co-Founder & Chief
Executive Officer, Sam Khalifa, Co-Founder & Chief Technology
Officer, and Co-Founder & Chief Medical Officer, Dr. Barry
Greene, who is a board certified Bariatric and General Surgeon with
over 25 years of experience performing advanced laparoscopic
surgical procedures.
Vicarious Surgical’s novel approach to surgery uses a
combination of proprietary, human-like surgical robots and virtual
reality to transport surgeons inside the patient when performing
minimally invasive surgery. The Company’s technology was granted
Breakthrough Device Designation by the U.S. Food and Drug
Administration (FDA), making it the first, and only, surgical robot
to receive this designation from the FDA2. The Company is backed by
technology luminaries including Bill Gates, Vinod Khosla’s Khosla
Ventures, Eric Schmidt's Innovation Endeavors, Jerry Yang's AME
Cloud Ventures and Philip Liang’s E15 VC.
Vicarious Surgical’s management team is led by Co-Founder &
Chief Executive Officer, Adam Sachs, Co-Founder & Chief
Technology Officer, Sammy Khalifa, Co-Founder & Chief Medical
Officer, Dr. Barry Greene, Chief Financial Officer, Bill Kelly, and
General Counsel & Chief Legal Officer, June Morris. Vicarious
Surgical’s management team will continue to lead the combined
company following the transaction.
Vicarious Surgical’s Executive Chairman, David Styka, will serve
as Chairman of the combined company’s Board of Directors.
Co-Founder and President of D8 Holdings Corp., Donald Tang and D8
Holdings Corp director, David Da-I Ho, MD will become members of
the combined company’s Board of Directors.
Key Transaction Terms
The transaction is expected to deliver up to $460 million of
gross proceeds, including up to $345 million of cash held in D8’s
trust account (assuming no redemptions are effected). The
transaction is further supported by a $115 million private
placement of common stock (“PIPE”), priced at $10.00 per share,
including investment by BD - one of the largest global medical
technology companies in the world - new institutional investors and
existing investors including Bill Gates, Vinod Khosla’s Khosla
Ventures, Eric Schmidt's Innovation Endeavors, and Philip Liang’s
E15 VC. Assuming no redemptions, the company is projected to have
more than $425 million in cash on the balance sheet after closing.
The transaction values the combined company at an enterprise value
of approximately $1.1 billion and implies approximately 3.1x 2025
estimated revenue of $355 million.
Assuming no public shareholders of D8 Holdings Corp. exercise
their redemption rights and based on current assumptions regarding
the financial condition of Vicarious Surgical as of the closing of
the transaction, current Vicarious Surgical Inc. equity holders
will own approximately 64.7%, D8 Holdings Corp. equity holders will
own approximately 22.3%, D8’s sponsor will own approximately 5.6%
and PIPE investors will own approximately 7.4% of the issued and
outstanding shares of common stock, options and warrants to
purchase shares of common stock, respectively, of the combined
company at closing.
The transaction, which was unanimously approved by the boards of
directors of both Vicarious Surgical and D8, is subject to approval
by D8’s shareholders and other customary closing conditions. The
transaction is expected to close in the third quarter of 2021.
A more detailed description of the transaction terms and a copy
of the Agreement and Plan of Merger will be included in a current
report on Form 8-K to be filed by D8 Holdings Corp. with the United
States Securities and Exchange Commission (“SEC”). D8 will file a
registration statement on Form S-4 (which will contain a proxy
statement/prospectus) with the SEC in connection with the
transaction.
Advisors
Credit Suisse is serving as financial advisor and capital
markets advisor to Vicarious Surgical. Credit Suisse is also
serving as exclusive placement agent on the private offering.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. are serving as
legal counsel to Vicarious Surgical.
UBS Investment Bank is serving as capital markets advisor to D8
and acted as the sole book-running manager for the D8’s IPO in July
2020. White & Case LLP is serving as legal counsel to D8.
Investor Conference Call
Vicarious Surgical and D8 will host an investor conference call
to discuss the proposed transaction at 8:00 AM EDT on April 15,
2021. Those who would like to participate may dial 877-465-1289
(201-689-8762 for international callers). A live webcast of the
call and any accompanying materials will also be available at
https://www.vicarioussurgical.com/ and D8 at
https://d8holdingscorp.com/investor-info. D8 will also file the
presentation with the SEC in a Current Report on Form 8-K, which
will be accessible at www.sec.gov.
About Vicarious Surgical
Founded in 2014, Vicarious Surgical is a next generation
robotics company developing a disruptive technology with the goals
of increasing the efficiency of surgical procedures, improving
patient outcomes and reducing healthcare costs. The Company’s novel
surgical approach uses a combination of proprietary human-like
surgical robots and virtual reality to transport surgeons inside
the patient to perform minimally invasive surgery. The Company’s
technology was granted Breakthrough Device Designation by the U.S.
Food and Drug Administration (FDA), making it the first, and only,
surgical robot to receive this designation from the FDA2. The
Company is led by an experienced team of technologists, medical
device professionals and physicians, and is backed by technology
luminaries including Bill Gates, Vinod Khosla’s Khosla Ventures,
Eric Schmidt's Innovation Endeavors, Jerry Yang's AME Cloud
Ventures, and Philip Liang’s E15 VC. The Company is headquartered
in Charlestown, MA.
About D8 Holdings Corp.
D8 Holdings Corp. a special purpose acquisition company seeking
a business combination with a company that applies technology and
innovation to disrupt large addressable markets. D8’s objective is
to identify a target business that is under-valued relative to its
potential and ready for transformative improvement. D8 plans to
leverage our founders’ unique operational expertise to create a new
growth trajectory for a target company and deliver shareholder
value.
Forward-Looking Statements
The information in this press release includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of
the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words
such as “estimate,” “plan,” “project,” “forecast,” “intend,”
“will,” “expect,” “anticipate,” “believe,” “seek,” “target” or
other 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 regarding estimates and forecasts of financial and
performance metrics and expectations and timing related to
potential benefits, terms and timing of the transaction. These
statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of Vicarious Surgical’s and D8’s management and are not predictions
of actual performance. These forward-looking statements are
provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of
fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many
actual events and circumstances are beyond the control of Vicarious
Surgical and D8. These forward-looking statements are subject to a
number of risks and uncertainties, including changes in domestic
and foreign business, market, financial, political, and legal
conditions; the inability of the parties to successfully or timely
consummate the proposed business combination, including the risk
that any required approvals are not obtained, are delayed or are
subject to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the proposed business
combination or that the approval of the shareholders of D8 or
Vicarious Surgical is not obtained; failure to realize the
anticipated benefits of the proposed business combination; risks
relating to the uncertainty of the projected financial information
with respect to Vicarious Surgical; future global, regional or
local economic and market conditions; the development, effects and
enforcement of laws and regulations; Vicarious Surgical’s ability
to manage future growth; Vicarious Surgical’s ability to develop
new products and solutions, bring them to market in a timely
manner, and make enhancements to its products; the effects of
competition on Vicarious Surgical’s future business; the amount of
redemption requests made by D8’s public shareholders; the ability
of D8 or the combined company to issue equity or equity-linked
securities in connection with the proposed business combination or
in the future; the outcome of any potential litigation, government
and regulatory proceedings, investigations and inquiries; and those
factors discussed in D8’s Annual Report on Form 10-K for the year
ended December 31, 2020 (the “Annual Report”) under the heading
“Risk Factors,” and other documents of D8 filed, or to be filed,
with the SEC. If any of these risks materialize or our assumptions
prove incorrect, actual results could differ materially from the
results implied by these forward-looking statements. There may be
additional risks that neither Vicarious Surgical nor D8 presently
know or that Vicarious Surgical and D8 currently believe are
immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements reflect Vicarious Surgical’s and D8’s
expectations, plans or forecasts of future events and views as of
the date of this press release. Vicarious Surgical and D8
anticipate that subsequent events and developments will cause
Vicarious Surgical’s and D8’s assessments to change. However, while
Vicarious Surgical and D8 may elect to update these forward-looking
statements at some point in the future, Vicarious Surgical and D8
specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing Vicarious Surgical’s and D8’s assessments as of any
date subsequent to the date of this press release. Accordingly,
undue reliance should not be placed upon the forward-looking
statements.
Additional Information About the Proposed Business
Combination and Where to Find It
The proposed business combination will be submitted to
shareholders of D8 for their consideration. D8 intends to file a
registration statement on Form S-4 (the “Registration Statement”)
with the SEC which will include preliminary and definitive proxy
statements to be distributed to D8’s shareholders in connection
with D8’s solicitation for proxies for the vote by D8’s
shareholders in connection with the proposed business combination
and other matters as described in the Registration Statement, as
well as the prospectus relating to the offer of the securities to
be issued in connection with the completion of the proposed
business combination. After the Registration Statement has been
filed and declared effective, D8 will mail a definitive proxy
statement and other relevant documents to its shareholders as of
the record date established for voting on the proposed business
combination. D8’s shareholders and other interested persons are
advised to read, once available, the preliminary proxy statement /
prospectus and any amendments thereto and, once available, the
definitive proxy statement / prospectus, in connection with D8’s
solicitation of proxies for its special meeting of shareholders to
be held to approve, among other things, the proposed business
combination, because these documents will contain important
information about D8, Vicarious Surgical and the proposed business
combination. Shareholders may also obtain a copy of the preliminary
or definitive proxy statement, once available, as well as other
documents filed with the SEC regarding the proposed business
combination and other documents filed with the SEC by D8, without
charge, at the SEC's website located at www.sec.gov or by directing
a request to D8, at Unit 1008, 10/F, Champion Tower, 3 Garden Road,
Central, Hong Kong.
Participants in the Solicitation
D8, Vicarious Surgical and certain of their respective
directors, executive officers and other members of management and
employees may, under SEC rules, be deemed to be participants in the
solicitations of proxies from D8’s shareholders in connection with
the proposed business combination. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation of D8’s shareholders in connection with the proposed
business combination will be set forth in D8’s proxy statement /
prospectus when it is filed with the SEC. You can find more
information about D8’s directors and executive officers in D8’s
Annual Report. Additional information regarding the participants in
the proxy solicitation and a description of their direct and
indirect interests will be included in the proxy statement /
prospectus when it becomes available. Shareholders, potential
investors and other interested persons should read the proxy
statement / prospectus carefully when it becomes available before
making any voting or investment decisions. You may obtain free
copies of these documents from the sources indicated above.
_______________________
1 Vicarious Surgical estimates from data
sourced from LSI Market Size Analysis and public filings
2 As of the date of this press release,
Vicarious Surgical is not aware of any surgical robotics company
that has announced receiving Breakthrough Designation for a full
robotics system.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210415005399/en/
Investor Inquiries: Mike Piccinino, CFA
mike.piccinino@westwicke.com
Press and Media Inquiries: Sean Leous
Sean.Leous@westwicke.com Phone + 1 646 866 4012
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