Asensus Surgical, Inc. (NYSE American: ASXC) (“Asensus” or the
“Company”), a medical device company that is digitizing the
interface between the surgeon and the patient, today announced that
it has entered into a non-binding letter of intent (the “letter of
intent”) with KARL STORZ SE & Co. KG, an independent,
family-owned global medical technology company (“KARL STORZ”) to
engage in diligence and negotiations regarding the terms of a
potential transaction whereby KARL STORZ may acquire Asensus. Entry
into the letter of intent follows an extensive period of
consideration of various strategic alternatives by Asensus,
including potential collaboration and licensing transactions, a
go-it-alone strategy dependent upon raising significant additional
equity capital, a sale of the Company and other potential business
development transactions.
The Company’s Board of Directors has approved entry into the
letter of intent, which includes KARL STORZ’ proposal to acquire
100% of the issued and outstanding shares of Asensus’ common stock
for a purchase price of $0.35 per share in cash. This represents a
66.7% premium to the closing price of Asensus common stock on the
NYSE American exchange on April 2nd, 2024. KARL STORZ has
communicated that the proposed purchase price represents its “best
and final” offer to the Company.
The letter of intent provides that during an exclusivity period
of up to ten weeks Asensus will not engage in negotiations for
alternative transactions. During the exclusivity period, KARL STORZ
will be conducting diligence and the parties will be negotiating a
definitive merger agreement. Both the Company and KARL STORZ have
the option to terminate pursuit of the proposed transaction. In
conjunction with the letter of intent, Asensus has entered into a
fully secured Promissory Note (the “Bridge Loan”) with KARL STORZ.
The Bridge Loan will enable Asensus to receive a loan of up to $20
million from KARL STORZ to support the Company’s operations through
the exclusivity period, signing of a definitive merger agreement,
if any, and close of the proposed transaction, if the proposed
transaction proceeds and is approved by stockholders.
The Bridge Loan will provide up to $10 million of liquidity during
the exclusivity period. If a definitive merger agreement is
successfully negotiated and executed, additional funding in an
aggregate amount of up to $10 million will be available under the
Bridge Loan to fund operations while the Company pursues
stockholder approval. Today the Company is filing a Current Report
on Form 8-K to describe the Bridge Loan transaction, including the
security interests being provided.
Asensus and KARL STORZ plan to work diligently during the
exclusivity period to negotiate and finalize a definitive merger
agreement. If a definitive merger agreement is entered into,
Asensus will work expeditiously to secure stockholder approval of
the transaction and to close the transaction in accordance with the
terms of the definitive merger agreement.
A Transaction Committee of the Board of Directors has been
formed to consider the terms of a definitive merger agreement and
to make a recommendation to the full Board of Directors for
approval prior to execution of any definitive merger agreement and
submission of the proposed transaction to stockholders for a
vote.
The Company cannot provide any assurance that it will be able to
agree on final terms with KARL STORZ for a definitive merger
agreement. Any transaction is subject to, among other conditions,
completion of due diligence by KARL STORZ, negotiation of a
definitive merger agreement, a recommendation by the Transaction
Committee and approval by the Board of Directors and stockholders,
and other customary closing conditions to be included in the
definitive merger agreement, if any. If the proposed transaction is
consummated, Asensus will cease to be a publicly traded company. If
negotiations are terminated during the exclusivity period, or, if
entered into, the definitive merger agreement is terminated, KARL
STORZ will cease to provide any additional bridge financing and the
Company will be required to repay the Bridge Loan to KARL STORZ
within a prescribed period.
The Company does not intend to comment further about the
proposed transaction unless and until a definitive merger agreement
is signed or discussions between the parties are otherwise
terminated.
The Company has engaged Jefferies LLC as its exclusive financial
advisor.
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. The Company’s 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 Asensus, visit www.asensus.com.
About KARL STORZ SE & Co. KG
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 8,800 people in more than 40 countries worldwide. The
company portfolio includes more than 15,000 products for human and
veterinary medicine. KARL STORZ stands for visionary design,
precision craftsmanship and clinical effectiveness. Sales for the
fiscal year 2022 amounted to 2.05 billion euros. Production sites
are located in Germany, the USA, Switzerland and Estonia.
Forward-Looking Statements
This press release includes statements relating to Asensus, the
non-binding letter of intent regarding a potential transaction with
KARL STORZ and the Bridge Loan from KARL STORZ. These statements
and other statements regarding our future plans and goals include
"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 Reform
Act of 1995. All statements, other than statements of historical
fact, are statements that could be deemed forward-looking
statements, including all statements regarding the intent, belief
or current expectation of Asensus and can typically be identified
by words such as “potential,” “may,” and “plan” and similar
expressions, as well as variations or negatives of these words.
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 and include,
but are not limited to, whether the potential transaction with KARL
STORZ will occur; the results of the due diligence investigation by
KARL STORZ; the possibility that KARL STORZ will terminate the
exclusivity period; whether the parties will successfully negotiate
and enter into a definitive merger agreement and, if so, whether it
will be approved; the risk that the terms of the definitive
agreement may not be as favorable to Asensus stockholders as
proposed in the letter of intent, including the purchase price; the
timing of execution of such agreement; the availability and
sufficiency for funding the Company’s near-term operations of up to
$20 million available under the Bridge Loan, if received; and
whether the Company will be able to repay the Bridge Loan if the
proposed transaction does not lead to an approved transaction.
Additional risks and uncertainties about Asensus and its business
are identified and discussed in the “Risk Factors” section of our
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and
other documents filed from time to time with the Securities and
Exchange Commission. Asensus undertakes no obligation to publicly
update any forward-looking statement, whether written or oral, that
may be made from time to time, whether as a result of new
information, future developments or otherwise, except as required
by law. The information set forth herein speaks only as
of the date hereof.
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.
Important Information for Stockholders
The proposed transaction, if any, is subject to completion and
execution of a definitive merger agreement, which will contain the
full terms and conditions of the proposed transaction. Any such
definitive merger agreement and the merger, if agreed upon, will be
submitted to the Asensus stockholders for their approval. In
connection with securing such stockholder approval, if and when
solicited, Asensus will file a proxy statement and other materials
with the SEC. If a proxy statement is filed, after the proxy
statement is cleared by the SEC, a definitive proxy statement will
be mailed or made available to the Asensus stockholders. This
communication is not a substitute for the proxy statement or any
other document that may be filed by the Company with the SEC.
INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE
PROXY STATEMENT AND OTHER MATERIALS, IF ANY, THAT MAY BE FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. THIS PRESS RELEASE IS NOT A SOLICITATION TO
STOCKHOLDERS TO APPROVE ANY TRANSACTION.
Participants in the Solicitation
If we solicit proxies for the proposed transaction, Asensus and
its directors and executive officers may be deemed participants in
the solicitation of proxies from stockholders in connection with
the proposed transaction. Security holders may obtain information
regarding the names, affiliations and interests of the Company's
directors and executive officers in the definitive proxy statement
if and when it becomes available. These documents (if and when
available) may be obtained by stockholders through the website
maintained by the SEC at www.sec.gov. or without cost from Asensus
at www.asensus.com under the Investors tab.
INVESTOR CONTACT:Mark Klausner or Mike
VallieICR Westwickeinvest@asensus.com443-213-0499
MEDIA CONTACT:Dan VentrescaMatter
CommunicationsAsensusPR@matternow.com617-874-5488
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