Mazor Robotics & Medtronic Enter Next Phase of Strategic Partnership; Medtronic to Make a $40 million Third Tranche Investmen...
August 30 2017 - 2:30AM
Business Wire
Conference Call Today at 8:30 AM EDT (3:30PM
IDT)
Mazor Robotics Ltd. (TASE: MZOR; NASDAQGM: MZOR), a pioneer and
a leader in the field of surgical guidance systems, today announced
that it has entered the next phase of its strategic partnership
with Medtronic earlier than planned and their existing agreements
have been amended accordingly. The agreements provide for the
conversion of the commercial relationship between the parties, with
Medtronic assuming exclusive worldwide distribution of the Mazor X
system, and Medtronic making a $40 million third tranche investment
in Mazor. These developments are a result of the early achievement
of certain sales and marketing milestones by both companies, as
well as higher than expected global market acceptance and demand
for the Mazor X system. Medtronic and Mazor originally entered into
a strategic agreement in May 2016.
Key Highlights Include:
- Medtronic assumes exclusive global
spine market commercial responsibility for the Mazor X Surgical
Assurance Platform and its accessories.
- The implementation of annual minimums
for purchase of Mazor X systems by Medtronic with a cumulative
potential of hundreds of Mazor X systems over a four and a
half-year period.
- Approximately 30 members of the current
Mazor sales organization are expected to join Medtronic to assure
continuation of the current momentum.
- Co-development of future products for
the spine market that combine Mazor Robotics’ core expertise in
surgical planning and precision-guided surgical systems with
Medtronic’s navigation capabilities and implant systems. The first
results of this combined and synergistic effort are expected to be
demonstrated this fall.
- Mazor will continue to provide service
to the global installed base of the Mazor X.
- A shared economic incentive to continue
developing products and services that maintain innovation
leadership and utilization of Mazor Robotics clinical
solutions.
- Medtronic will invest $40 million in
Mazor Robotics’ American Depository Shares (ADS) at a price of
$38.46 per ADS, which represents the weighted average of the
closing price of Mazor’s ADS on Nasdaq over the past 20 trading
days. This third tranche of investment in Mazor by Medtronic will
bring Medtronic’s total investment in Mazor to $72 million,
representing approximately 11.9% of the outstanding shares post
investment and 10.6% of the fully diluted shares outstanding post
investment. Mazor will also issue to Medtronic warrants to purchase
an additional 1.21 million Mazor ADSs at an exercise price of
$44.23 per ADS. The exercise price represents a 15% premium over
the per share price for the $40 million equity investment.
Medtronic has the right to exercise the warrants immediately in
whole or in part, for cash, and they expire after 18 months.
Assuming the full exercise of the warrants, Medtronic’s investment
in Mazor will reach $125 million and its ownership could increase
to 4.2 million ADSs, or 14.2%, based on the current number of ADSs
outstanding on a fully diluted basis. Closing of the $40 million
equity investment is expected to take place on or around September
12, 2017.
“Medtronic is our valued strategic partner and together we have
achieved the desired outcome for Phase I well ahead of our original
plan,” commented Ori Hadomi, Chief Executive Officer. “I believe
that the move to this next phase reinforces our significant
leadership position in the growing market for surgical guidance
systems for spine procedures. Our strategic partnership will allow
hospitals in new markets around the world to have access to the
Mazor X and gain the clinical benefits that this technology
offers.
“The strategic partnership between Mazor and Medtronic has
already resulted in 59 Mazor X system orders since the October 2016
launch and reflects an accelerated sales cycle due to customers’
eagerness to adopt our solutions for the spine market,” added Mr.
Hadomi. “Now, as commercial responsibility for the Mazor X in the
spine market shifts to Medtronic, the annual minimums for sale of
Mazor X systems agreed to by the two companies are expected to
drive substantial improvement in Mazor’s financial results during
the next several years. Together we will be able to further advance
our robust jointly-developed product pipeline for the spine market,
to make a difference for patients while Mazor also pursues new
opportunities to apply our innovative technologies to other medical
needs.”
“Moving to the next phase of our strategic partnership
demonstrates our shared passion for transforming how spine surgery
is done,” said Doug King, senior vice president & president of
the Medtronic Spine division, which is part of Medtronic's
Restorative Therapies Group. “Mazor Robotics’ technology and
Medtronic’s navigation capabilities and implant systems provide
spine surgeons with complete procedural solutions that advance the
standard of care and will help surgeons maximize predictability and
efficiency.”
Mazor will continue to manufacture and recognize revenues for
Mazor X system sales, disposable kits and service fees all of which
will be sold at contractual pricing agreed with Medtronic. The
contracted pricing is at a lower rate than Mazor realized through
its direct sales channel. In addition, Mazor will be entitled to
certain synergy fees associated with the use of Medtronic implants
in Mazor Robotics' installed base. Moving from direct sales to a
strategic distribution model is expected to immediately reduce
Mazor’s annual operating expenses by approximately $13 million.
Trailing 12-month operating expenses for Mazor totaled $52.7
million.
The proceeds from the investment will further strengthen Mazor’s
balance sheet and provide the resources to continue to collaborate
with Medtronic to develop innovative solutions for the spine
market, as well as develop innovative solutions for other potential
markets.
Mazor will continue to independently develop and market globally
the Renaissance Surgical Guidance System, which was first launched
in 2011. Efforts for Renaissance will be focused on certain market
segments for which the Renaissance provides significant customer
added value.
CONFERENCE CALL INFORMATION
The Company will host a conference call to discuss today’s
announcement at 8:30 AM EDT (3:30 PM IDT). Investors within the
United States interested in participating are invited to call
1-800-289-0498. Participants in Israel can use the toll-free
dial-in number 1-80-925-8350. All other international participants
can use the dial-in number 1-719-325-4818. For all callers, refer
to Conference ID 1217133.
A replay of the event will be available for two weeks following
the conclusion of the call. To access the replay, callers in the
United States can call 1-866-375-1919 and reference the Replay
Access Code: 1217133. All international callers can dial
1-719-457-0820, using the same Replay Access Code. To access the
webcast, please visit www.mazorrobotics.com and
select ‘Investor Relations.’
About Mazor
Mazor Robotics (TASE: MZOR; NASDAQGM: MZOR) believes in healing
through innovation by developing and introducing revolutionary
technologies and products aimed at redefining the gold standard of
quality care. Mazor Robotics Guidance System enables surgeons to
conduct spine and brain procedures in an accurate and secure
manner. For more information, please visit
www.MazorRobotics.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
and other securities laws. Any statements in this release about
future expectations, plans or prospects for the Company, including
without limitation, statements containing the words “believes,”
“anticipates,” “plans,” “expects,” “will” and similar expressions
are forward-looking statements. These statements are only
predictions based on Mazor's current expectations and projections
about future events. There are important factors that could cause
Mazor's actual results, level of activity, performance or
achievements to differ materially from the results, level of
activity, performance or achievements expressed or implied by the
forward-looking statements. For example, Mazor is using
forward-looking statements in this press release when it discusses
the outcome of the Phase II agreements with Medtronic, when it
states that the results of combined development efforts are
expected to be launched this fall, when it states that sales
minimums are expected to drive substantial improvement in Mazor’s
financial results during the next several years, when it discusses
that the strategic partnership will allow hospitals in new markets
around the world to have access to the Mazor X and gain the
clinical benefits that this technology offers, when benefits spine
surgeons will get from the combination of Mazor's technology and
Medtronic's navigation capabilities and implant systems are
discussed, when it discusses advancing its robust,
jointly-developed product pipeline for the spine market while
pursuing exclusive efforts to apply its innovation to other medical
needs, when it discusses that moving from direct sales to a
strategic distribution model is expected to immediately reduce its
annual operating expenses, when it discusses continuing to
independently develop and market globally the Renaissance Surgical
Guidance System and where it will focus its efforts with regard to
this system, and when it discusses the timing of the closing of the
Medtronic purchase of ADSs and the potential exercise of warrants
as well as the use of proceeds from the sale of such securities.
Those factors include, but are not limited to, the impact of
general economic conditions, competitive products, product demand
and market acceptance risks, reliance on key strategic alliances,
fluctuations in operating results, and other factors indicated in
Mazor's filings with the Securities and Exchange Commission (SEC)
including those discussed under the heading "Risk Factors" in
Mazor’s annual report on Form 20-F filed with the SEC on May 1,
2017 and in subsequent filings with the SEC. For more details,
refer to Mazor's SEC filings. Mazor undertakes no obligation to
update forward-looking statements to reflect subsequent occurring
events or circumstances, or to changes in our expectations, except
as may be required by law.
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version on businesswire.com: http://www.businesswire.com/news/home/20170829006252/en/
EVC GroupMichael Polyviou,
212-850-6020mpolyviou@evcgroup.comorDoug Sherk,
646-445-4800dsherk@evcgroup.com
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