CHARLESTOWN, Mass., and
HONG KONG, April 15, 2021 /PRNewswire/ -- Vicarious Surgical
Inc. ("Vicarious" or "Vicarious Surgical" or the "Company"), a
next-generation robotics technology company seeking to improve both
cost and efficiency of surgical procedures as well as patient
outcomes, and D8 Holdings Corp. ("D8") (NYSE: DEH), a special
purpose acquisition company, today announced that they have entered
into a definitive business combination agreement. Upon the closing
of this transaction, the combined company will operate as Vicarious
Surgical Inc. and will be listed on the New York Stock Exchange
("NYSE") under the new ticker symbol "RBOT".
Management Commentary
"Seven years ago, we started this company in order to solve the
long-standing and persistent issues presented by open surgery,
standard minimally invasive surgery and legacy robotic surgery,"
said Adam Sachs, Co-Founder &
Chief Executive Officer of Vicarious Surgical. "Legacy robotic
platforms were introduced with a promise of solving the challenges
of open surgery; unfortunately, these legacy robotic platforms have
significant limitations including prohibitive cost of adoption,
limited mobility and capabilities in the body and required space,
set up time and lengthy training. After more than two decades on
the market, it is no surprise that legacy robotic penetration is
just 3%1. Our robotic solution has arms that replicate
human motion, offering remarkable mobility with 9 degrees of
freedom per arm with 360-degree visualization, all through a 1.5 cm
incision. Our robot can see, reach, and work anywhere inside the
abdomen, which effectively shrinks the surgeon and puts her/him
inside the human body. Our system fits through a standard door
making it portable from operating room to operating room, and does
not require a large footprint or facility construction build-out.
With cost of goods that are significantly lower than competing
products, we believe our robotic solution will offer a
cost-effective path to improving patient outcomes and increasing
the efficiency of surgical procedures for hospitals and ambulatory
surgical centers. We are incredibly proud of the development work
we have accomplished to date, which led to our product becoming the
first, and only, surgical robot to receive breakthrough designation
from the FDA2."
Mr. Sachs continued: "We are extremely excited to announce our
partnership with Donald Tang,
David Chu and the rest of the D8
team, which we believe will assist in catalyzing the development of
our flagship robot and in establishing a foundation of long-term
growth for our Company. Mr. Tang and the D8 team appreciate the
potential impact our technology can have on making procedures safer
and more available to patients, while simultaneously saving
hospitals money and time. We look forward to entering the public
markets with the team from D8 at our side."
"D8 reviewed numerous investment opportunities in search of an
exciting growth company to merge with and Vicarious Surgical
impressed us with their visionary team and market disrupting
products," said Donald Tang,
Co-Founder and President of D8 Holdings Corp. "Beyond the
technology and the capabilities of Vicarious Surgical's robot, we
were also excited about the positive feedback from surgeons and
hospitals. We consider Vicarious Surgical to be a thought leader in
the surgical space and we believe the market is ready for surgical
robots that drive efficiency and improved quality of patient
care. We are excited to work with the Vicarious Surgical team
on the next phase of commercialization for their products, bringing
what we believe is much needed innovation and choice to patients
and practitioners, both in the U.S. and abroad."
Company Overview
Vicarious Surgical is a next generation robotics company
developing a disruptive technology with the goal of increasing the
efficiency of surgical procedures, improving patient outcomes and
reducing healthcare costs. The Company was founded in 2014 by
experienced roboticists Adam Sachs,
Co-Founder & Chief Executive Officer, Sam Khalifa, Co-Founder & Chief Technology
Officer, and Co-Founder & Chief Medical Officer, Dr.
Barry Greene, who is a board
certified Bariatric and General Surgeon with over 25 years of
experience performing advanced laparoscopic surgical
procedures.
Vicarious Surgical's novel approach to surgery uses a
combination of proprietary, human-like surgical robots and virtual
reality to transport surgeons inside the patient when performing
minimally invasive surgery. The Company's technology was granted
Breakthrough Device Designation by the U.S. Food and Drug
Administration (FDA), making it the first, and only, surgical robot
to receive this designation from the FDA2. The Company
is backed by technology luminaries including Bill Gates, Vinod
Khosla's Khosla Ventures, Eric
Schmidt's Innovation Endeavors, Jerry Yang's AME Cloud Ventures and Philip Liang's E15 VC.
Vicarious Surgical's management team is led by Co-Founder &
Chief Executive Officer, Adam Sachs,
Co-Founder & Chief Technology Officer, Sammy Khalifa, Co-Founder & Chief Medical
Officer, Dr. Barry Greene, Chief
Financial Officer, Bill Kelly, and
General Counsel & Chief Legal Officer, June Morris. Vicarious Surgical's management
team will continue to lead the combined company following the
transaction.
Vicarious Surgical's Executive Chairman, David Styka, will serve as Chairman of the
combined company's Board of Directors. Co-Founder and President of
D8 Holdings Corp., Donald Tang and
D8 Holdings Corp director, David Da-I Ho, MD will become members of
the combined company's Board of Directors.
Key Transaction Terms
The transaction is expected to deliver up to $460 million of gross proceeds, including up to
$345 million of cash held in D8's
trust account (assuming no redemptions are effected). The
transaction is further supported by a $115
million private placement of common stock ("PIPE"), priced
at $10.00 per share, including
investment by BD - one of the largest global medical technology
companies in the world - new institutional investors and existing
investors including Bill Gates,
Vinod Khosla's Khosla Ventures,
Eric Schmidt's Innovation Endeavors,
and Philip Liang's E15 VC. Assuming
no redemptions, the company is projected to have more than
$425 million in cash on the balance
sheet after closing. The transaction values the combined company at
an enterprise value of approximately $1.1 billion and implies approximately 3.1x
2025 estimated revenue of $355
million.
Assuming no public shareholders of D8 Holdings Corp. exercise
their redemption rights and based on current assumptions regarding
the financial condition of Vicarious Surgical as of the closing of
the transaction, current Vicarious Surgical Inc. equity holders
will own approximately 64.7%, D8 Holdings Corp. equity holders will
own approximately 22.3%, D8's sponsor will own approximately 5.6%
and PIPE investors will own approximately 7.4% of the issued and
outstanding shares of common stock, options and warrants to
purchase shares of common stock, respectively, of the combined
company at closing.
The transaction, which was unanimously approved by the boards of
directors of both Vicarious Surgical and D8, is subject to approval
by D8's shareholders and other customary closing conditions. The
transaction is expected to close in the third quarter of 2021.
A more detailed description of the transaction terms and a copy
of the Agreement and Plan of Merger will be included in a current
report on Form 8-K to be filed by D8 Holdings Corp. with the
United States Securities and Exchange Commission ("SEC").
D8 will file a registration statement on Form S-4 (which will
contain a proxy statement/prospectus) with the SEC in connection
with the transaction.
Advisors
Credit Suisse is serving as financial advisor and capital
markets advisor to Vicarious Surgical. Credit Suisse is also
serving as exclusive placement agent on the private offering.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. are serving as
legal counsel to Vicarious Surgical.
UBS Investment Bank is serving as capital markets advisor to D8
and acted as the sole book-running manager for the D8's IPO in
July 2020. White & Case LLP is
serving as legal counsel to D8.
Investor Conference Call
Vicarious Surgical and D8 will host an investor conference call
to discuss the proposed transaction at 8:00
AM EDT on April 15, 2021.
Those who would like to participate may dial 877-465-1289
(201-689-8762 for international callers). A live webcast of the
call and any accompanying materials will also be available at
https://www.vicarioussurgical.com/ and D8 at
https://d8holdingscorp.com/investor-info. D8 will also file the
presentation with the SEC in a Current Report on Form 8-K, which
will be accessible at www.sec.gov.
About Vicarious Surgical
Founded in 2014, Vicarious Surgical is a next generation
robotics company developing a disruptive technology with the goals
of increasing the efficiency of surgical procedures, improving
patient outcomes and reducing healthcare costs. The Company's novel
surgical approach uses a combination of proprietary human-like
surgical robots and virtual reality to transport surgeons inside
the patient to perform minimally invasive surgery. The Company's
technology was granted Breakthrough Device Designation by the U.S.
Food and Drug Administration (FDA), making it the first, and only,
surgical robot to receive this designation from the
FDA2. The Company is led by an experienced team of
technologists, medical device professionals and physicians, and is
backed by technology luminaries including Bill Gates, Vinod
Khosla's Khosla Ventures, Eric
Schmidt's Innovation Endeavors, Jerry Yang's AME Cloud Ventures, and
Philip Liang's E15 VC. The Company
is headquartered in Charlestown,
MA.
About D8 Holdings Corp.
D8 Holdings Corp. is a special purpose acquisition company
seeking a business combination with a company that applies
technology and innovation to disrupt large addressable markets.
D8's objective is to identify a target business that is
under-valued relative to its potential and ready for transformative
improvement. D8 plans to leverage our founders' unique
operational expertise to create a new growth trajectory for a
target company and deliver shareholder value.
Forward-Looking Statements
The information in this press release includes "forward-looking
statements" within the meaning of the "safe harbor" provisions of
the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words
such as "estimate," "plan," "project," "forecast," "intend,"
"will," "expect," "anticipate," "believe," "seek," "target" or
other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to,
statements regarding estimates and forecasts of financial and
performance metrics and expectations and timing related to
potential benefits, terms and timing of the transaction. These
statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of Vicarious Surgical's and D8's management and are not predictions
of actual performance. These forward-looking statements are
provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of
fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many
actual events and circumstances are beyond the control of Vicarious
Surgical and D8. These forward-looking statements are subject to a
number of risks and uncertainties, including changes in domestic
and foreign business, market, financial, political, and legal
conditions; the inability of the parties to successfully or timely
consummate the proposed business combination, including the risk
that any required approvals are not obtained, are delayed or are
subject to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the proposed business
combination or that the approval of the shareholders of D8 or
Vicarious Surgical is not obtained; failure to realize the
anticipated benefits of the proposed business combination; risks
relating to the uncertainty of the projected financial information
with respect to Vicarious Surgical; future global, regional or
local economic and market conditions; the development, effects and
enforcement of laws and regulations; Vicarious Surgical's ability
to manage future growth; Vicarious Surgical's ability to develop
new products and solutions, bring them to market in a timely
manner, and make enhancements to its products; the effects of
competition on Vicarious Surgical's future business; the amount of
redemption requests made by D8's public shareholders; the ability
of D8 or the combined company to issue equity or equity-linked
securities in connection with the proposed business combination or
in the future; the outcome of any potential litigation, government
and regulatory proceedings, investigations and inquiries; and those
factors discussed in D8's Annual Report on Form 10-K for the year
ended December 31, 2020 (the "Annual
Report") under the heading "Risk Factors," and other documents of
D8 filed, or to be filed, with the SEC. If any of these risks
materialize or our assumptions prove incorrect, actual results
could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
neither Vicarious Surgical nor D8 presently know or that Vicarious
Surgical and D8 currently believe are immaterial that could also
cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect Vicarious Surgical's and D8's expectations, plans or
forecasts of future events and views as of the date of this press
release. Vicarious Surgical and D8 anticipate that subsequent
events and developments will cause Vicarious Surgical's and D8's
assessments to change. However, while Vicarious Surgical and D8 may
elect to update these forward-looking statements at some point in
the future, Vicarious Surgical and D8 specifically disclaim any
obligation to do so. These forward-looking statements should not be
relied upon as representing Vicarious Surgical's and D8's
assessments as of any date subsequent to the date of this press
release. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
Additional Information About the Proposed Business
Combination and Where to Find It
The proposed business combination will be submitted to
shareholders of D8 for their consideration. D8 intends to file a
registration statement on Form S-4 (the "Registration Statement")
with the SEC which will include preliminary and definitive proxy
statements to be distributed to D8's shareholders in connection
with D8's solicitation for proxies for the vote by D8's
shareholders in connection with the proposed business combination
and other matters as described in the Registration Statement, as
well as the prospectus relating to the offer of the securities to
be issued in connection with the completion of the proposed
business combination. After the Registration Statement has been
filed and declared effective, D8 will mail a definitive proxy
statement and other relevant documents to its shareholders as of
the record date established for voting on the proposed business
combination. D8's shareholders and other interested persons are
advised to read, once available, the preliminary proxy statement /
prospectus and any amendments thereto and, once available, the
definitive proxy statement / prospectus, in connection with D8's
solicitation of proxies for its special meeting of shareholders to
be held to approve, among other things, the proposed business
combination, because these documents will contain important
information about D8, Vicarious Surgical and the proposed business
combination. Shareholders may also obtain a copy of the preliminary
or definitive proxy statement, once available, as well as other
documents filed with the SEC regarding the proposed business
combination and other documents filed with the SEC by D8, without
charge, at the SEC's website located at www.sec.gov or by directing
a request to D8, at Unit 1008, 10/F, Champion Tower, 3 Garden
Road, Central, Hong Kong.
Participants in the Solicitation
D8, Vicarious Surgical and certain of their respective
directors, executive officers and other members of management and
employees may, under SEC rules, be deemed to be participants in the
solicitations of proxies from D8's shareholders in connection with
the proposed business combination. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation of D8's shareholders in connection with the proposed
business combination will be set forth in D8's proxy statement /
prospectus when it is filed with the SEC. You can find more
information about D8's directors and executive officers in D8's
Annual Report. Additional information regarding the participants in
the proxy solicitation and a description of their direct and
indirect interests will be included in the proxy statement /
prospectus when it becomes available. Shareholders, potential
investors and other interested persons should read the proxy
statement / prospectus carefully when it becomes available before
making any voting or investment decisions. You may obtain free
copies of these documents from the sources indicated above.
Investor Inquiries:
Mike
Piccinino, CFA
mike.piccinino@westwicke.com
Press and Media Inquiries:
Sean Leous
Sean.Leous@westwicke.com
Phone + 1 646 866 4012
1 Vicarious Surgical estimates from data sourced
from LSI Market Size Analysis and public filings
2 As of the date of this press
release, Vicarious Surgical is not aware of any surgical robotics
company that has announced receiving Breakthrough Designation for a
full robotics system.
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SOURCE Vicarious Surgical