DUBLIN and CAESAREA, Israel, Sept. 20, 2018 /PRNewswire/ — Medtronic plc (NYSE :MDT ), a all-around baton in medical technology, and Mazor Robotics (NASDAQ :MZOR , TASE: MZOR.TA), a avant-garde in the acreage of automatic advice systems, today appear the companies accept entered into a absolute alliance acceding beneath which Medtronic will access all outstanding accustomed shares of Mazor for $58.50 per American Depository Share, or $29.25 (104.80 ILS) per accustomed share, in cash, for a absolute of about $1.64 billion, or $1.34 billion net of Medtronic’s absolute pale in Mazor and banknote acquired. The boards of admiral of both companies accept absolutely accustomed the transaction.
Medtronic’s accretion of Mazor strengthens Medtronic’s position as a all-around baton in enabling technologies for back surgery, and drives Mazor Robotics’ eyes to accompany its amount technology to the beginning of the all-around market. Mazor’s proprietary amount belvedere technology, including the Mazor X™ Automatic Advice Arrangement (Mazor X), and the Renaissance® Surgical-Guidance Arrangement (Renaissance), are transforming gesic anaplasty from freehand procedures to accurate, state-of-the-art, guided procedures. By accumulation Medtronic’s market-leading back implants, navigation, and intra-operative imaging technology with Mazor’s robotic-assisted anaplasty (RAS) systems, Medtronic intends to action a fully-integrated procedural band-aid for surgical planning, beheading and confirmation. The companies plan to advertise this technology affiliation at the accessible NASS (North American Back Society) 2018 Annual Affair in Los Angeles.
“We accept robotic-assisted procedures are the approaching of back surgery, and accommodate surgeons a added precise, repeatable, and controlled adeptness to accomplish circuitous procedures. Medtronic is committed to accelerating the acceptance of robotic-assisted anaplasty and transforming back affliction through procedural solutions that accommodate implants, biologics and enabling technologies,” said Geoff Martha, controlling carnality admiral and admiral of the Restorative Therapies Group at Medtronic. “The accretion of Mazor adds robotic-assisted advice systems to our accretion portfolio of enabling technologies, and we intend to added breed Mazor’s bequest of accession in surgical robotics with the armpit and aggregation in Israel as a abject for approaching growth.”
This transaction builds on a accord originated in May 2016 beneath a multi-phased cardinal and disinterestedness beforehand acceding amid Medtronic and Mazor. In August 2017, Medtronic broadcast the affiliation to become the absolute common benefactor of the Mazor X system, arch to the acknowledged accession of added than 80 Mazor X systems back launch. With today’s announcement, in bringing the two companies calm Medtronic aims to beforehand the beforehand and acceptance of RAS in back to the account of patients, providers, and the healthcare arrangement added broadly.
“Today is a celebrated day for back anaplasty and a defining accident in the market’s evolution, and I appetite to accede and acknowledge all of those whose accession and acceptance accept been so ytical and impactful to our success,” said Ori Hadomi, CEO of Mazor Robotics. “The Mazor aggregation and artefact portfolio’s abounding affiliation into Medtronic will aerate our appulse globally through Medtronic’s channels, beforehand our systems’ administration position in the marketplace, and drive the adeptness of our eyes to alleviate through innovation.”
Financial Highlights The accretion is accepted to aing during Medtronic’s third budgetary division catastrophe Jan. 25, 2019, accountable to the achievement of accepted closing altitude including cancellation of authoritative clearances and approval by Mazor’s shareholders. The transaction is accepted to be abundantly dilutive to Medtronic’s budgetary 2019 adapted balance per share, but accustomed the accepted backbone of Medtronic’s business, the aggregation expects to blot the dilution.
Consistent with its abiding banking objectives, Medtronic projects the accretion to accomplish a double-digit acknowledgment on invested basic (ROIC) by year four, with an accretion accession thereafter.
Medtronic’s banking admiral for the transaction are Perella Weinberg Partners LP and Goldman Sachs & Co. LLC, with Meitar Liquornik Geva Leshem Tal and Ropes & Gray LLP acting as acknowledged advisors. Mazor’s banking admiral are J.P. Morgan Securities LLC, Duff & Phelps LLC, with Kirkland & Ellis LLP and Luchtenstein Levy Wiseman Law appointment acting as acknowledged advisor.
About Mazor Robotics Mazor, founded in 2001, pioneered the appliance of robotics technology and advice for use during gesic procedures, and is the bazaar segment’s leader. In 2011, the Aggregation alien the Renaissance arrangement and in 2016 launched the aing bearing Mazor X system. To date, added than 200 Mazor systems are in ytic use on four continents and accept guided the adjustment of added than 250,000 implants during some 40,000 procedures, enabling minimally-invasive back anaplasty to become accepted action in abounding hospitals. Mazor’s amount technology has accustomed added than 15 U.S. Food and Drug Administration clearances and has been the accountable of added than 60 publications, arch the back robotics bazaar on the affirmation front. Mazor is the holder of added than fifty patents worldwide.
About Medtronic Medtronic plc (www.medtronic.com), headquartered in Dublin, Ireland, is amid the world’s better medical technology, casework and solutions companies – abating pain, abating bloom and extending activity for millions of bodies about the world. Medtronic employs added than 86,000 bodies worldwide, confined physicians, hospitals and patients in added than 150 countries. The aggregation is focused on accommodating with stakeholders about the apple to booty healthcare Further, Together.
Any advanced statements, including, but not bound to, statements apropos the proposed transaction amid Medtronic and Mazor, the accepted calendar for commutual the transaction, cardinal and added abeyant allowances of the transaction, including affair Medtronic’s abiding banking metrics for acquisitions, Mazor’s articles and artefact candidates, and added statements about Medtronic or Mazor managements’ approaching expectations, beliefs, goals, affairs or prospects, are accountable to risks and uncertainties including, but not bound to, the adeptness and timing to amuse altitude to closing including actor and authoritative approvals, the appulse of the advertisement of the transaction on the business, and added risks and uncertainties such as those declared in Medtronic’s and Mazor’s letters and added filings with the Securities and Exchange Commission. Actual after-effects may alter materially from advancing results. Medtronic and Mazor attention investors not to abode ample assurance on the advanced statements independent in this columnist release. These advanced statements allege alone as of the date of this document, and Medtronic and Mazor undertake no obligation to amend or alter any of these statements except to the admeasurement appropriate by law.
In affiliation with the proposed transaction, Mazor intends to mail a proxy account to its shareholders and accouter a archetype of the proxy account with the SEC on Form 6-K. Shareholders of Mazor are apprenticed to apprehend the proxy account and the added accordant actual back they become accessible because they will accommodate important advice about Mazor, Medtronic, the proposed transaction and accompanying matters. Shareholders are apprenticed to anxiously apprehend the proxy account and added accordant abstracts back they become accessible afore authoritative any voting or beforehand accommodation with account to the proposed transaction. The proxy account (when available) may be acquired for chargeless at the SEC’s website at www.sec.gov. In addition, the proxy account will be available, after charge, at Mazor’s website at www.mazorrobotics.com.
David T. Young
Eran Gabay – Gelbart Kahana
Michael Polyviou – EVC Group
Israel Public Relations
U.S. Public Relations
SOURCE Mazor Robotics Ltd.
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