Asensus Surgical, Inc. (NYSE American: ASXC) (“Asensus Surgical” or
“Asensus”), a global leader of innovative digital solutions for the
operating room, today announced that it has entered into a
definitive merger agreement (the “Merger Agreement”) with KARL
STORZ Endoscopy-America, Inc. ("KARL STORZ"), a wholly owned direct
subsidiary of KARL STORZ SE & Co. KG, an independent,
family-owned global medical technology company. Under the Merger
Agreement, KARL STORZ will acquire all of the outstanding shares of
Asensus Surgical for $0.35 per share in cash (the “Merger”). The
purchase price represents a premium of approximately 67% based on
the per share closing price of the Asensus common stock on the NYSE
American on April 2, 2024 (the date prior to announcement of a
potential transaction), and a premium of approximately 52% to the
closing price of the common stock on the last trading day prior to
the date of this announcement. The transaction has been unanimously
approved by Asensus’ Board of Directors.
"We are pleased to have reached this agreement with KARL STORZ,
which we believe maximizes value for our stockholders,” said
Anthony Fernando, Asensus Surgical President and CEO. “This
transaction is a testament to the value of our innovative robotic
and digital technology, intellectual property, and the hard work of
our talented team. We are excited to enter the next chapter for
Asensus with KARL STORZ, which will allow us to continue to develop
and deliver precise, safer, predictable surgery and digital tools
to patients and surgeons around the world."
The transaction would enhance KARL STORZ’s portfolio and market
presence, strengthening KARL STORZ’s position in the growing
robotic surgical market, particularly with the development of the
next generation LUNA system.
Asensus Surgical will work expeditiously to secure stockholder
approval of the transaction and to close the transaction in
accordance with the terms of the Merger Agreement. The transaction
is anticipated to close during the third quarter of 2024, subject
to customary closing conditions, including receipt of approval from
the Asensus stockholders. Upon completion of the transaction,
Asensus Surgical will become a subsidiary of KARL STORZ
Endoscopy-America and will no longer be publicly listed or traded
on the NYSE American Exchange.
Jefferies LLC served as financial advisor to Asensus Surgical,
and Ballard Spahr LLP served as legal counsel to Asensus Surgical.
UBS Investment Bank served as financial advisor to KARL STORZ, and
Ropes & Gray LLP served as legal counsel to KARL STORZ.
About Asensus Surgical, Inc.
Asensus Surgical is revolutionizing surgery with the first
intra-operative Augmented Intelligence technology approved for use
in operating rooms around the world. Recognized as an award-winning
leader in digital technology, Asensus is committed to making
surgery more accessible and predictable while delivering
consistently superior outcomes. Asensus’ novel approach to
digitizing laparoscopy has led to system placements globally. Led
by engineers, medical professionals, and industry luminaries,
Asensus is powered by human ingenuity and driven by collaboration.
To learn more about the Senhance® Surgical System and the new LUNA™
System in development, visit www.asensus.com.
About KARL STORZ
The medical technology company KARL STORZ was founded in 1945 in
Tuttlingen, Germany, and is an international leader in the world of
endoscopy. Now in its third generation, the family-owned company
employs 9,400 people in more than 40 countries worldwide. The
company portfolio includes 13,000 products for human and veterinary
medicine. KARL STORZ stands for visionary design, precision
craftsmanship and clinical effectiveness. Preliminary sales in the
2023 financial year amounted to 2.17 billion euros. Production
sites are located in Germany, the USA, Switzerland and Estonia.
KARL STORZ Endoscopy-America is a subsidiary of KARL STORZ SE &
Co. KG.
Caution Regarding Forward Looking
Statements
This communication includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements include statements concerning anticipated
future events and expectations that are not historical facts. All
statements other than statements of historical fact are statements
that could be deemed forward-looking statements. Actual results may
vary materially from those expressed or implied by the
forward-looking statements herein due to risks and uncertainties.
These risks and uncertainties include, but are not limited to,
those associated with: (i) the parties’ ability to meet
expectations regarding the timing and completion of the Merger;
(ii) the occurrence of any event, change or other circumstance that
would give rise to the termination of the Merger Agreement; (iii)
the fact that Asensus’ stockholders may not approve the Merger
Agreement and the Merger; (iv) the fact that certain terminations
of the Merger Agreement require Asensus to pay a termination fee of
$3,600,000; (v) the failure to satisfy each of the conditions to
the consummation of the Merger; (vi) the disruption of management’s
attention from ongoing business operations due to the Merger; (vii)
the effect of the announcement of the Merger on Asensus’
relationships with its customers, as well as its operating results
and business generally; (viii) the outcome of any legal proceedings
related to the Merger; (ix) retention of employees of Asensus
following the announcement of the Merger; (x) the fact that
Asensus’ stock price may decline significantly if the Merger is not
completed; (xi) the fact that Asensus may be obligated to repay
amounts advanced under that certain Secured Promissory Note, dated
April 3, 2024, by and between Asensus and KARL STORZ SE & Co.
KG under the circumstances described therein and whether the
Company will be able to repay the Note if the Merger is not
completed, and other factors described under the heading “Risk
Factors” in Asensus’ Annual Report on Form 10-K for the fiscal year
ended December 31, 2023, as amended, and its Quarterly Report on
Form 10-Q for the quarter ended March 31, 2024, as each may be
updated or supplemented by subsequent reports that Asensus has
filed or files with the SEC. The forward-looking statements speak
only as of the date such statements are made. Asensus is under no
obligation to, and expressly disclaims any obligation to, update or
alter any forward-looking statements, whether as a result of new
information, future events, changes in assumptions or otherwise,
except as required by law.
Important Additional Information and Where to Find
It
In connection with the Merger, Asensus will be filing
preliminary and definitive proxy statements and other relevant
documents relating to the proposed transaction with the Securities
and Exchange Commission (the “SEC”). This communication is not a
substitute for the proxy statement or any other document that
Asensus may file with the SEC or send to its stockholders in
connection with the Merger. Before making any voting
decision, Asensus’ stockholders are urged to read all relevant
documents filed with the SEC, including the proxy statement, when
they become available because they will contain important
information about the Merger. Investors and security
holders will be able to obtain the proxy statement and other
documents filed by Asensus with the SEC (when available) free of
charge at the SEC’s website, www.sec.gov, or from Asensus at the
investor relations page of its website, www.asensus.com, Investors.
These documents are not currently available.
No Offer or Solicitation
This communication is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer or invitation to
purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the proposed transaction
or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable
law.
Participants in the Solicitation
Asensus and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from the holders
of Asensus’ common stock in respect of the Merger. Information
about Asensus’ directors and executive officers is set forth in
Asensus’ Annual Report on Form 10-K for the year ended December 31,
2023, filed with the SEC on March 21, 2024, as amended by the Form
10-K/A filed with the SEC on April 29, 2024. The names of
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the proxy statement and other relevant
documents to be filed by Asensus with the SEC in respect of the
proposed transaction.
ASENSUS SURGICAL CONTACT:
INVESTORSMark Klausner or Mike VallieICR
Westwickeinvest@asensus.com443-213-0499
MEDIADan VentrescaMatter
CommunicationsAsensusPR@matternow.com617-874-5488
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