AMEDICA ANNOUNCES AGREEMENT TO SELL SPINE BUSINESS TO CTL MEDICAL
September 06 2018 - 9:00AM
Amedica Corporation (NASDAQ: AMDA) today announced that it has
entered into an asset purchase agreement with CTL Medical, a
Dallas, TX-based privately held medical device manufacturer that
focuses on the spine implant and instrument market, whereby CTL
Medical will acquire all of Amedica’s commercial spine business for
total consideration of up to $10 million. The transaction is
expected to close in the third quarter of 2018, and is subject to
usual and customary due diligence and closing conditions.
The agreement will make CTL Medical the
exclusive owner of Amedica’s portfolio of metal and silicon nitride
spine products, with access to future silicon nitride spine
technologies. As part of the transaction, CTL Medical will acquire
Amedica’s entire existing inventory of spine products, including US
and OUS regulatory clearances and intellectual property related to
such. Amedica’s products, which are presently sold under the brand
names of Taurus, Preference, and Valeo will be transferred to CTL
Medical, while manufacturing, R&D, and all intellectual
property related to the core biomaterial technology of silicon
nitride will remain with Amedica in Salt Lake City. Amedica will
serve as CTL’s exclusive OEM provider of silicon nitride
products.
Following the purchase, CTL Medical will change
its name to CTL Amedica. Amedica will re-position under a new name
that is reflective of the breadth of its technology and potential
applications.
“The transaction makes strategic sense, by
monetizing our commercial spine sales organization and allowing
Amedica to focus on its core biomaterials and OEM business,” said
Dr. Sonny Bal, Chairman of the Board of Directors of Amedica.
“Combining the mutually complementary products, customers, and
sales regions of the two companies will offer significant accretive
value to our shareholders. The addition of a highly-differentiated
silicon nitride and metal product line to CTL Medical’s complete
offering of spine surgery implants and instruments will benefit
both companies, as well as our surgeon customers. Amedica’s
products and scientific data have established that silicon nitride
resists bacteria, promotes bone healing, and has superior clinical
outcomes. CTL Medical is best positioned to profitably leverage
these advantages in the retail spine market.”
“Going forward, Amedica will actively support
spine sales by CTL Medical, specifically through surgeon education,
peer-forums, publications, and research related to silicon nitride.
Divesting the sales organization will drive down costs, while
allowing Amedica to focus on additional OEM revenue opportunities
outside of spine, such as in the dental and arthroplasty markets.
As additional downstream opportunities with CTL Medical become
apparent in the future, they will be explored as well.” added Dr.
Bal.
“CTL Medical is a fast-growing, profitable
company, with a complete line of FDA 510k cleared, market-tested
spine products, in-house manufacturing facilities and an
experienced sales team. Adding the credibility of Amedica’s
products and technology, to which over 70 peer-reviewed
publications already attest, to our product portfolio will generate
new opportunities both in the U.S. and overseas” said Daniel Chon,
President and CEO of CTL Medical. “Our team was deeply impressed at
how far Amedica has taken its technology, in terms of breadth of
application, as well as the quality, discipline, and depth of
Amedica’s scientific inquiry. Onward, our goal is to apply the
attributes of silicon nitride across our entire product line. CTL
Medical will be the only company worldwide to offer such
technology, further strengthening our position as an industry
leader” added Mr. Chon.
Amedica is an innovative biomaterials and OEM
company that develops and commercializes silicon nitride for
various biomedical applications including orthopedic, dental and
arthroplasty. CTL Medical is a forward thinking medical device
design, development and manufacturing company that produces a full
line of cervical, thoracic, and lumbar products (hence “CTL”) at
its manufacturing headquarters in Dallas, Texas.
Maxim Group LLC is serving as Amedica’s
strategic advisor. Amedica intends to host a conference call on
September 13, 2018 to discuss the agreement with CTL Medical, and
to provide a business update. Details related to this call will be
provided at a later date.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 (“PSLRA”). Such forward-looking statements
include but are not limited to statements about the consummation of
the transaction, the benefits of the transaction, including future
accretive value to CTL and Amedica’s future financial results,
operating plans, objectives, expectations and intentions, and other
statements that are not historical facts. These forward-looking
statements are subject to risks and uncertainties that may cause
actual results or events to differ materially from those projected,
including but not limited to the risks that the transaction does
not close when expected or at all because required regulatory,
shareholder or other approvals and other conditions to closing are
not received or satisfied on a timely basis or at all; the risk
that the benefits from the transaction may not be fully realized or
may take longer to realize than expected, including as a result of
changes in general economic and market conditions, interest and
exchange rates, monetary policy, laws and regulations and their
enforcement, and the degree of competition in the geographic and
business areas in which Amedica and CTL operate; the ability of CTL
to promptly and effectively integrate Amedica’s commercial spine
business; the reaction to the transaction of the companies’
customers, employees, and counterparties; and the diversion of
management time on transaction-related issues. Readers are
cautioned not to place undue reliance on the forward-looking
statements, which speak only as of the date on which they are made
and reflect management’s current estimates, projections,
expectations and beliefs. Amedica undertakes no obligation to
publicly revise or update the forward-looking statements to reflect
events or circumstances that arise after the date of this
report.
Contacts:
Amedica IR
801-839-3502
IR@amedica.com
AMEDICA CORP (NASDAQ:AMDA)
Historical Stock Chart
From Aug 2024 to Sep 2024
AMEDICA CORP (NASDAQ:AMDA)
Historical Stock Chart
From Sep 2023 to Sep 2024