StemCells, Inc. and Microbot Medical Ltd. Announce Strategic Merger
August 16 2016 - 9:15AM
StemCells, Inc. (NASDAQ:STEM) and Microbot Medical Ltd., a private
company organized under the laws of the State of Israel
(“Microbot”), today announced that they have entered into a
definitive merger agreement, with plans to pursue the development
of robotics based medical devices for the treatment of
cerebrospinal fluid and gastrointestinal disorders, as well as
other conditions.
“This transaction concludes an extensive search
for strategic alternatives conducted by StemCells since we failed
to see robust clinical results in our Phase II clinical study of
human neural stem cells in chronic spinal cord injury,” said Ian
Massey, the CEO of StemCells, Inc. “We believe both our
investors and the market at large will see the potential of
Microbot’s robotics platform, specifically its catheter and shunt
technologies, and will appreciate Microbot’s overall business
opportunities and potential.”
Harel Gadot, the CEO & Chairman of Microbot
added, “We are pleased that this transaction will give us a
presence in the U.S. capital markets, and we are very excited to
continue advancing the development of our proprietary technologies
that we believe have the potential to improve the lives of many
patients globally. We thank StemCells for its efforts and
contributions to improving human health over the years.”
The board of directors of each company has
unanimously approved the terms of the merger agreement and has
recommended that its shareholders approve the transaction.
Completion of the merger is subject to approval of the StemCells
and Microbot shareholders and certain regulatory approvals and
customary conditions. In addition, in order to satisfy certain
closing conditions for the merger, StemCells will be negotiating
reductions in outstanding balances with its creditors.
Ropes & Gray LLP acted as legal advisor to
StemCells and Ruskin Moscou Faltischek, P.C. and Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C. acted as legal advisor to
Microbot. Additional information about the proposed
transaction can be found in the Form 8‑K filed by StemCells on
August 15, 2016.
CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING
STATEMENTS
Apart from statements of historical fact, the
text of this press release constitutes forward-looking statements
within the meaning of the U.S. securities laws, and is subject to
the safe harbors created therein. These statements include, but are
not limited to, statements regarding the future business operations
of StemCells, Inc. (the "Company"), the prospect for development of
Microbot’s medical devices, the possibility of a merger transaction
between the companies, and possible benefits from such a merger for
the companies and their respective stakeholders. These
forward-looking statements speak only as of the date of this news
release. The Company does not undertake to update any of these
forward-looking statements to reflect events or circumstances that
occur after the date hereof. Such statements reflect management's
current views and are based on certain assumptions that may or may
not ultimately prove valid. The Company's actual results may vary
materially from those contemplated in such forward-looking
statements due to risks and uncertainties to which the Company is
subject, including uncertainties about the parties’ ability to
complete the merger; uncertainties concerning the sufficiency of
the Company’s remaining funds to continue operations; uncertainties
regarding the Company’s plans to increase its authorized share
capital; uncertainties regarding the validity and enforceability of
the Company's patents and Microbot’s patents; uncertainties as to
whether either company will become profitable; and other factors
that are described under the heading "Risk Factors" in the
Company's Annual Report on Form 10-K for the year ended December
31, 2015 and the Company’s Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 2016.
IMPORTANT INFORMATION FOR INVESTORS AND
SHAREHOLDERS
This communication does not constitute an offer to buy or sell
or the solicitation of an offer to buy or sell any securities or a
solicitation of any vote or approval.
A definitive proxy statement and a proxy card will be filed with
the SEC and will be mailed to the Company’s stockholders seeking
any required stockholder approvals in connection with the proposed
transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION,
INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS THAT THE COMPANY MAY FILE WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTIONS. Stockholders may obtain, free of
charge, copies of the definitive proxy statement and any other
documents filed by StemCells with the SEC in connection with the
proposed transactions at the SEC’s website (http://www.sec.gov), at
StemCells’ website, or by directing written request to: StemCells,
Inc. 39899 Balentine Drive, Suite 200, Newark, CA 94560, Attention:
Kenneth Stratton, Esq.
The Company and its directors and executive officers and
Microbot and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the
stockholders of the Company in connection with the proposed
transaction. Information regarding the special interests of these
directors and executive officers in the merger will be included in
the proxy statement referred to above. Additional information
regarding the directors and executive officers of the Company is
also included in the Company’s Definitive Proxy Statement on
Schedule 14A relating to the 2016 Annual Meeting of Stockholders,
which was filed with the SEC on April 8, 2016. This document is
available free of charge at the SEC web site (www.sec.gov), at the
Company’s website, or by directing a written request to the Company
as described above
CONTACT:
Ken Stratton
StemCells, Inc.
(650) 670-2282
Microbot Medical (NASDAQ:MBOT)
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