nvestment by Ally Bridge Group, a global healthcare-focused investment Group
November 2, 2015, Montpellier, France – MEDTECH (Euronext, FR0010892950 – ROSA (“Medtech” or the “Company”)), a company specialized in designing, developing and marketing innovative surgical assistance robots, announced today that it has obtained a commitment from Ally Bridge Group ("ABG"), a global healthcare-focused investment group, for a purchase of convertible notes maturing in 2020.
Investment by Ally Bridge Group, a global healthcare-focused investment Group
November 2, 2015, Montpellier, France – MEDTECH (Euronext, FR0010892950 – ROSA (“Medtech” or the “Company”)), a company specialized in designing, developing and marketing innovative surgical assistance robots, announced today that it has obtained a commitment from Ally Bridge Group ("ABG"), a global healthcare-focused investment group, for a purchase of convertible notes maturing in 2020, otherwise known as OCABSA 2020 (the “Convertible Notes”), and warrants to purchase shares of its common stock (the “Warrants”, and together with the Convertibles Notes, the “Securities”).
Gross proceeds to the Company are expected to be $15 million, prior to the payment of placement agent fees and expenses.
Net proceeds from the transaction are intended to be used for the development of ROSA® Brain and ROSA® Spine, the Company’s two major products, as well as general corporate purposes, which may include working capital, continued investment in geographic expansion, research and development, and strategic business development opportunities.
Bertin Nahum, CEO and Founder of Medtech stated: “The investment from Ally Bridge Group provides strong validation for our ROSA® robotic surgery system and comes at a key juncture in the Company’s development. We are continuing to build momentum for ROSA® adoption in neurosurgery on a global basis and we are in the early stages of launching ROSA® for spine surgery. We are on track to receive FDA clearance for ROSA® Spine in the coming months, which will allow us to enter the large U.S. spinal market. In addition, as our installed base grows, we are evaluating opportunities to leverage our strong customer relationships and the capabilities of the ROSA® robot to expand our business model with complementary surgical product offerings.”
"Medtech S.A., with a proven track record in the field of robotic surgery, has developed truly differentiated robotic products to enable high-precision minimally invasive brain and spine surgeries. The Ally Bridge team has visited leading neuro-surgeons at a number of major medical centers in the US, China and Europe and has been impressed by the very positive feedback from them. Particularly, ROSA Brain is establishing itself as the gold standard for minimally invasive epilepsy surgery around the world. In the meantime, ROSA Spine is creating a new standard for minimally invasive spine surgery,” said Frank Yu, Founder, CEO and CIO of Ally Bridge Group. “Medtech S.A. represents a new breed of French companies that couple elegant technology with an open, proactive global business approach. Ally Bridge Group looks forward to partnering with the Company to accelerate the adoption of the ROSATM system around the world."
The Convertible Notes will pay interest semi-annually at an annual rate of 2.00%, either in cash or accrued to the Principal Amount at the Company's election. The Notes will be convertible into common shares of the Company's at the end of each quarter until expiry, in full or in part, and based on the applicable conversion ratio at such time (which will be set at one Note for one common share of the Company, subject to adjustments). In addition, the holder of the Notes will be entitled to a number of Warrants (0.40 per Note) which may be exercised based on the exercise price of EUR 32.83. A detailed description of the Securities is attached as a Schedule to this press release.
On an illustrative basis, the total dilution of the transaction would cause a shareholder holding 1% of Medtech’s capital before the issuance to hold a stake of 0.79% in case of full conversion of the Notes and full exercise of the Warrants.
The Company is also currently discussing with other potential investors, and may consider increasing the size of the issuance until 21 days prior to the general assembly meeting to be held on December 10, 2015. In such case, the Company will issue a new press release determining the definitive conditions of the issuance.
The Company shareholders’ general meeting will be called to authorize the transaction and waive the preferential subscription rights attached to the shares in favor of a category of investors defined pursuant to Article L. 225-138 of the French Commercial Code (Code de commerce). Only institutional investors will be able to take part in the transaction and no offer of the Securities to the public will be made.
Stifel acted as exclusive placement agent for this transaction.
The transaction is not subject to a prospectus approved by the French Financial Market Authority (Autorité des marchés financiers) (AMF). Detailed information on Medtech is available together with all the press releases and other regulated information about the Company, at the Company’s website (www.medtech.fr).
This document does not, and shall not, in any circumstances, constitute a public offering nor an invitation in any jurisdiction in connection with any offer.
This document does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in France. The securities referred to herein may not be and will not be offered or sold to the public in France except to qualified investors ("investisseurs qualifiés") and/or to a limited group of investors ("cercle restreint d’investisseurs") acting for their own account, as defined 3 in, and in accordance with Articles L. 411-2 and D. 411-1 to D. 411-3 of the French Monetary and Financial Code.
This document is only being distributed to, and is only directed at, persons in the United Kingdom that (i) are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons").
This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.
This document has been prepared on the basis that any offer of the new shares in any Member State of the European Economic Area ("EEA") which has implemented the Prospectus Directive (2003/71/EC) (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the placement contemplated in this document may only do so in circumstances in which no obligation arises for Medtech or any of the financial intermediaries to publish a prospectus pursuant to Article 3 of the Prospectus Directive, as amended by the Amending Prospectus Directive (2010/73/UE) in relation to such offer. Neither Medtech nor the financial intermediaries have authorized, nor do they authorize, the making of any offer of the new shares in circumstances in which an obligation arises for Medtech or any of the financial intermediariesto publish prospectus for such offer. This document is an advertisement and not a prospectus for the purposes of applicable measures implementing Directive 2003/71/EC.
This press release is not an offer of securities for sale in the United States or any other jurisdiction. Securities may not be sold or offered in the United States unless they are registered or are exempt from registration under the U.S. Securities Act of 1933, as amended. Medtech does not intend to register any portion of this offering in the United States or to conduct a public offering of securities in the United States. Copies of this press release are not being, and should not be, distributed in or sent into the United States. It may be unlawful to distribute these materials in certain jurisdictions. These materials are not for distribution in Canada, Japan or Australia. The information in these materials does not constitute an offer of securities for sale in the United States, Canada, Japan or Australia.