Memic Innovative Surgery Ltd. and MedTech Acquisition Corporation Announce Proposed Business Combination
Memic Innovative Surgery Ltd., a medical device company dedicated to transforming surgery with its proprietary surgical robotic technology, and MedTech Acquisition Corporation (Nasdaq: MTAC), a publicly traded special purpose acquisition company (SPAC) focused on medical technology, including surgical robotics, today announced that they have entered into a definitive agreement for a business combination. Upon the closing of the transaction, the combined company will operate under the Memic name and, Maurice R. Ferré, MD, an independent director of MedTech and current Chairman of the board of Memic, will become Executive Chairman of the combined company. Memic will apply to have its ordinary shares listed on The Nasdaq Stock Market (“Nasdaq”). The business combination is expected to be completed in the fourth quarter of 2021.
Memic was founded in 2013 and based in Tel Aviv, Israel with a wholly owned subsidiary based in Fort Lauderdale, Florida, is a medical device company dedicated to transforming surgery with its proprietary surgical robotic technology.
Upon closing of the business combination, the combined company will have an estimated pro-forma equity value of more than $1 billion, assuming no redemptions by MedTech’s public stockholders. The combined company’s estimated cash balance will consist of MedTech’s $250 million cash held in trust, assuming no redemptions by public stockholders, $76 million from the private placement of ordinary shares with investors (PIPE), and $63 million from the current balance sheet of Memic, less estimated transaction expenses and operational expenses through closing. The combined company is expected to hold approximately $360 million in cash, less transaction and operational expenses until closing, to fund the business through its investment phase and to positive cash flow, assuming no redemptions by MedTech’s public stockholders. The PIPE is led by various investors, including Bridger Healthcare, Ltd., The Kraft Group, Monashee Investment Management LLC, Pura Vida Investments, Wellington Management, Ken Langone, Peregrine Ventures HighSage Ventures, and management and board members of MedTech. Memic’s existing stockholders will be rolling 100% of their equity into the combined company.
Following completion of the transaction and the PIPE and assuming no redemptions by MedTech’s public stockholders, the security holders of Memic are expected to own approximately 61.6%, MedTech stockholders 24.7%, PIPE investors 7.5%, and MedTech’s sponsor 6.2% of the combined company. The proposed transaction has been approved by the boards of directors of Memic and MedTech and is subject to the approval of the stockholders of Memic and stockholders of MedTech and the satisfaction or waiver of other customary conditions.
BofA Securities is serving as sole financial advisor to Memic. Greenberg Traurig, LLP is serving as legal counsel to Memic. BofA Securities and Raymond James & Associates, Inc. and Wells Fargo Securities, LLC are serving as lead joint placement agents on the private offering (PIPE). Latham & Watkins LLP is serving as legal counsel to the placement agents. Raymond James & Associates, Inc. is serving as sole financial advisor to MedTech and acted as sole book-running manager for the MedTech’s IPO in December 2020. Foley & Lardner, LLP is serving as legal counsel to MedTech.Read more