Acquisition to
Accelerate Medtronic's Strategy to Transform Spinal Procedures and
Improve Outcomes Through Fully-Integrated Surgical
Solutions
DUBLIN and CAESAREA, Israel -
September 20, 2018 - Medtronic plc (NYSE:MDT), a global leader
in medical technology, and Mazor Robotics (NASDAQ:MZOR,
TASE:MZOR.TZ), a pioneer in the field of robotic guidance systems,
today announced the companies have entered into a definitive merger
agreement under which Medtronic will acquire all outstanding
ordinary shares of Mazor for $58.50 per American Depository Share,
or $29.25 (104.80 ILS) per ordinary share, in cash, for a total of
approximately $1.64 billion, or $1.34 billion net of Medtronic's
existing stake in Mazor and cash acquired. The boards of directors
of both companies have unanimously approved the transaction.
Medtronic's acquisition of Mazor strengthens
Medtronic's position as a global leader in enabling technologies
for spine surgery, and drives Mazor Robotics' vision to bring its
core technology to the forefront of the global market. Mazor's
proprietary core platform technology, including the Mazor X(TM)
Robotic Guidance System (Mazor X), and the Renaissance®
Surgical-Guidance System (Renaissance), are transforming spinal
surgery from freehand procedures to accurate, state-of-the-art,
guided procedures. By combining Medtronic's market-leading spine
implants, navigation, and intra-operative imaging technology with
Mazor's robotic-assisted surgery (RAS) systems, Medtronic intends
to offer a fully-integrated procedural solution for surgical
planning, execution and confirmation. The companies plan to
showcase this technology integration at the upcoming NASS (North
American Spine Society) 2018 Annual Meeting in Los Angeles.
"We believe robotic-assisted procedures are the
future of spine surgery, enhancing surgeons' abilities to perform
complex procedures with greater precision, consistency and control.
Medtronic is committed to accelerating the adoption of
robotic-assisted surgery and transforming spine care through
procedural solutions that integrate implants, biologics and
enabling technologies," said Geoff Martha, executive vice president
and president of the Restorative Therapies Group at Medtronic. "The
acquisition of Mazor adds robotic-assisted guidance systems to our
expanding portfolio of enabling technologies, and we intend to
further cultivate Mazor's legacy of innovation in surgical robotics
with the site and team in Israel as a base for future growth."
This transaction builds on a relationship
originated in May 2016 under a multi-phased strategic and equity
investment agreement between Medtronic and Mazor. In August 2017,
Medtronic expanded the partnership to become the exclusive
worldwide distributor of the Mazor X system, leading to the
successful installation of more than 80 Mazor X systems since
launch. With today's announcement bringing the two companies
together, Medtronic aims to accelerate the advancement and adoption
of RAS in spine to the benefit of patients, providers, and the
healthcare system more broadly.
"Today is a historic day for spine surgery and a
defining event in the market's evolution, and I want to acknowledge
and thank all of those whose contribution and faith have been so
critical and impactful to our success," said Ori Hadomi, CEO of
Mazor Robotics. "The Mazor team and product portfolio's full
integration into Medtronic will maximize our impact globally
through Medtronic's channels, advance our systems' leadership
position in the marketplace, and drive the realization of our
vision to heal through innovation."
Financial
Highlights
The acquisition is expected to close during Medtronic's third
fiscal quarter ending January 25, 2019, subject to the satisfaction
of customary closing conditions including receipt of regulatory
clearances and approval by Mazor's shareholders. The transaction is
expected to be modestly dilutive to Medtronic's fiscal 2019
adjusted earnings per share, but given the current strength of
Medtronic's business, the company expects to absorb the
dilution.
Consistent with its long-term financial
objectives, Medtronic projects the acquisition to generate a
double-digit return on invested capital (ROIC) by year four, with
an increasing contribution thereafter.
Medtronic's financial advisors 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 legal advisors. Mazor's financial advisor is J.P. Morgan
Securities LLC, Duff & Phelps LLC, with Kirkland & Ellis
LLP and Luchtenstein Levy Wiseman Law office acting as legal
advisor.
About Mazor
Robotics
Mazor, founded in 2001, pioneered the application of robotics
technology and guidance for use during spinal procedures, and is
the market segment's leader. In 2011, the Company introduced the
Renaissance system and in 2016 launched the next generation Mazor X
system. To date, more than 200 Mazor systems are in clinical
use on four continents and have guided the placement of more than
250,000 implants during some 40,000 procedures, enabling
minimally-invasive spine surgery to become standard procedure in
many hospitals. Mazor's core technology has received more than 15
U.S. Food and Drug Administration clearances and has been the
subject of more than 60 publications, leading the spine robotics
market on the evidence front. Mazor is the holder of more than
fifty patents worldwide.
About Medtronic
Medtronic plc (www.medtronic.com), headquartered in Dublin,
Ireland, is among the world's largest medical technology, services
and solutions companies - alleviating pain, restoring health and
extending life for millions of people around the world. Medtronic
employs more than 86,000 people worldwide, serving physicians,
hospitals and patients in more than 150 countries. The company is
focused on collaborating with stakeholders around the world to take
healthcare Further, Together.
Any forward-looking statements,
including, but not limited to, statements regarding the proposed
transaction between Medtronic and Mazor, the expected timetable for
completing the transaction, strategic and other potential benefits
of the transaction, including meeting Medtronic's long-term
financial metrics for acquisitions, Mazor's products and product
candidates, and other statements about Medtronic or Mazor
managements' future expectations, beliefs, goals, plans or
prospects, are subject to risks and uncertainties including, but
not limited to, the ability and timing to satisfy conditions to
closing including shareholder and regulatory approvals, the impact
of the announcement of the transaction on the business, and other
risks and uncertainties such as those described in Medtronic's and
Mazor's reports and other filings with the Securities and Exchange
Commission. Actual results may differ materially from anticipated
results. Medtronic and Mazor caution investors not to place
considerable reliance on the forward-looking statements contained
in this press release. These forward-looking statements speak only
as of the date of this document, and Medtronic and Mazor undertake
no obligation to update or revise any of these statements except to
the extent required by law.
ADDITIONAL INFORMATION
In connection with the proposed
transaction, Mazor intends to mail a proxy statement to its
shareholders and furnish a copy of the proxy statement with the SEC
on Form 6-K. Shareholders of Mazor are urged to read the proxy
statement and the other relevant material when they become
available because they will contain important information about
Mazor, Medtronic, the proposed transaction and related matters.
Shareholders are urged to carefully read the proxy statement and
other relevant materials when they become available before making
any voting or investment decision with respect to the proposed
transaction. The proxy statement (when available) may be obtained
for free at the SEC's website at www.sec.gov. In addition, the
proxy statement will be available, without charge, at Mazor's
website at www.mazorrobotics.com.
-end-
Medtronic Contacts:
David T. Young
Public Relations
+1-774-284-2746
Ryan Weispfenning
Investor Relations
+1-763-505-4626
Mazor Contacts:
Eran Gabay - Gelbart Kahana
Israel Public Relations
+972-54-246378
Michael Polyviou - EVC Group
U.S. Public Relations
+1-732-232-6914
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Medtronic plc via Globenewswire
Medtronic (NYSE:MDT)
Historical Stock Chart
From Mar 2024 to Apr 2024
Medtronic (NYSE:MDT)
Historical Stock Chart
From Apr 2023 to Apr 2024