Intuitive Surgical, Inc. (NASDAQ:ISRG), a global technology leader
in robotic-assisted, minimally invasive surgery, today announced
that its Board of Directors has approved a three-for-one split of
the Company’s common stock to be effected through an Amendment to
the Company’s Certificate of Incorporation.
Implementation of the stock split is subject to
stockholder approval of the Amendment to the Certificate of
Incorporation at the Special Meeting of Stockholders, which is
currently scheduled to take place on September 22, 2017.
Additional details regarding the Special Meeting of Stockholders
and the proposed Amendment to the Certificate of Incorporation will
be included in a proxy statement scheduled to be distributed to
stockholders on or about August 30, 2017.
Subject to stockholder approval of the Amendment
to the Certificate of Incorporation, each Intuitive stockholder of
record at the close of business on the record date of September 29,
2017, will receive two additional shares for every one share held
on the record date, and trading will begin on a split-adjusted
basis on October 6, 2017.
About Intuitive Surgical,
Inc.
Intuitive Surgical, Inc. (NASDAQ:ISRG),
headquartered in Sunnyvale, California, is a global technology
leader in robotic-assisted, minimally invasive
surgery. Intuitive Surgical develops, manufactures and
markets robotic technologies designed to improve clinical outcomes
and help patients return more quickly to active and productive
lives. The Company’s mission is to extend the benefits of minimally
invasive surgery to the broadest possible base of
patients. Intuitive Surgical - Taking surgery beyond the
limits of the human hand™.
About the da Vinci Surgical
System
The da Vinci Surgical System is a surgical
platform designed to enable complex surgery using a minimally
invasive approach. The da Vinci Surgical System consists of an
ergonomic surgeon console or consoles, a patient-side cart with
three or four interactive arms, a high-performance vision system
and proprietary EndoWrist instruments. Powered by state-of-the-art
technology, the da Vinci Surgical System is designed to scale,
filter, and seamlessly translate the surgeon’s hand movements into
more precise movements of the EndoWrist instruments. The net result
is an intuitive interface with improved surgical capabilities. By
providing surgeons with superior visualization, enhanced dexterity,
greater precision, and ergonomic comfort, the da Vinci Surgical
System makes it possible for skilled surgeons to perform more
minimally invasive procedures involving complex dissection or
reconstruction. Surgeons, hospitals, and patients benefit from a
large community of users and the Company’s robotic-assisted
surgical ecosystem, beginning with the robotic platforms, and also
including the broad instrument product line, imaging solutions,
training programs and technology, clinical validation, field
clinical support, field technical support, and program
optimization. For more information about clinical evidence related
to da Vinci Surgery, please visit
www.intuitivesurgical.com/company/clinical-evidence/.
da Vinci® and EndoWrist® are trademarks of
Intuitive Surgical, Inc.
Additional Information and Where to Find
it
This press release may be deemed to be
solicitation material with respect to the solicitation of proxies
from our stockholders for our Special Meeting of Stockholders
scheduled to be held on September 22, 2017. We intend to file
with the U.S. Securities and Exchange Commission (the “SEC”) and
distribute to our stockholders of record on August 25, 2017 a proxy
statement containing important information about a proposal to
approve an Amendment to our Certificate of Incorporation to
increase the authorized number of shares of common stock from 100
million shares to 300 million shares for the purpose of, among
other things, effecting a proposed three-for-one stock split of the
common stock (the “Proposal”). BEFORE MAKING ANY VOTING DECISION,
OUR STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN ITS
ENTIRETY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE MATTERS TO BE CONSIDERED AT THE
SPECIAL MEETING, INCLUDING THE PROPOSAL.
Investors will be able to obtain the proxy
statement and other relevant materials, when available, free of
charge at the SEC’s website (http://www.sec.gov). In addition,
documents filed with the SEC by us, including the proxy statement
when available, will be available free of charge from us at our
website at
http://phx.corporate-ir.net/phoenix.zhtml?c=122359&p=irol-irhome
or by calling our proxy solicitor MacKenzie Partners, Inc. at (800)
322-2885.
Participants in the
Solicitation
We, our directors, nominees and executive
officers, and MacKenzie Partners, Inc., our proxy solicitor, may be
deemed to be participants in the solicitation of proxies from our
stockholders with respect to the matters to be considered at the
Special Meeting of Stockholders, including the Proposal.
Information regarding the names, affiliations, and direct or
indirect interests (by security holdings or otherwise) of these
persons will be described in the proxy statement to be filed with
the SEC.
Forward-Looking Statements
This press release contains forward-looking
statements, including statements regarding the stock split and the
Special Meeting of Stockholders. These forward-looking
statements are necessarily estimates reflecting the best judgment
of our management and involve a number of risks and uncertainties
that could cause actual results to differ materially from those
suggested by the forward-looking statements. These forward-looking
statements should, therefore, be considered in light of various
important factors, including, but not limited to, the following:
the results of the stockholder vote to approve the Amendment to the
Certificate of Incorporation; the possibility that our Board of
Directors may elect not to proceed with the Amendment to the
Certificate of Incorporation if the Board of Directors determines
that it is no longer in the best interests of the Company and
stockholders to proceed with the stock split; the impact of global
and regional economic and credit market conditions on healthcare
spending; healthcare reform legislation in the United States and
its impact on hospital spending, reimbursement and fees levied on
certain medical device revenues; changes in hospital admissions and
actions by payers to limit or manage surgical procedures; the
timing and success of product development and market acceptance of
developed products; the results of any collaborations, in-licensing
arrangements, joint ventures, strategic alliances or partnerships;
procedure counts; regulatory approvals, clearances and restrictions
or any dispute that may occur with any regulatory body; guidelines
and recommendations in the healthcare and patient communities;
intellectual property positions and litigation; competition in the
medical device industry and in the specific markets of surgery in
which we operate; unanticipated manufacturing disruptions or the
inability to meet demand for products; the results of legal
proceedings to which we are or may become a party; product
liability and other litigation claims; adverse publicity regarding
the Company and the safety of our products and adequacy of
training; our ability to expand into foreign markets; and other
risk factors under the heading “Risk Factors” in our report on Form
10-K for the year ended December 31, 2016, as updated by our other
filings with the Securities and Exchange Commission. Statements
using words such as “estimates,” “projects,” “believes,”
“anticipates,” “plans,” “expects,” “intends,” “may,” “will,”
“could,” “should,” “would,” “targeted” and similar words and
expressions are intended to identify forward-looking statements.
You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
press release. We undertake no obligation to publicly update or
release any revisions to these forward-looking statements, except
as required by law.
Contact: Investor Relations
(408) 523-2161
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