Dextera Surgical Files for Chapter 11 Bankruptcy and Signs Asset Purchase Agreement With Aesculap, Inc.
December 12 2017 - 08:30AM
Business Wire
Dextera Surgical Inc. (Nasdaq: DXTR), a company developing and
commercializing the MicroCutter 5/80™ Stapler, today announced that
it has filed for voluntary Chapter 11 bankruptcy protection.
Concurrently, Dextera Surgical entered into an asset purchase
agreement with Aesculap, Inc, an affiliate of B. Braun Group, for
approximately $17.3 million.
“We have conducted an extensive assessment of all strategic
options for our business, and at this time, we believe it is in the
best interest of our shareholders and all stakeholders to proceed
with a sale of our assets,” said Julian Nikolchev, president and
CEO of Dextera Surgical Inc. “The agreement with Aesculap will
serve as a “stalking horse” bid in a court-supervised auction of
our assets. We believe this process will continue our mission of
keeping our innovative surgical stapling platform and cardiac
anastomosis products in the hands of surgeons who understand the
promise of our products and technology.”
The voluntary Chapter 11 petition was filed in the United States
Bankruptcy Court for the District of Delaware. The sale process
will be conducted pursuant to section 363 of the U.S. Bankruptcy
Code and is designed to achieve the highest or best offer for
Dextera’s assets. The company will continue to operate during this
bidding process, which is expected to be completed in 45 to 60
days. The agreement with Aesculap sets the minimum acceptable bid
for the company’s assets, and is subject to Bankruptcy Court
approval and certain other conditions. The proposed bidding
procedures, if approved by the Court, would require interested
parties to submit competitive binding offers to acquire the
company’s assets and such parties could include strategic and
financial bidders. Assuming qualified bids are submitted, an
auction would then be held. A final sale approval hearing is
anticipated to take place shortly after the auction with the
anticipated closing to occur by early 2018, and Dextera expects
that substantially all of its assets will be sold pursuant to this
process.
Dextera has negotiated with Aesculap for debtor-in-possession
(DIP) financing to ensure that it has sufficient liquidity to
conduct its business uninterrupted and continue to meet its
operational financial obligations, including, subject to expected
bankruptcy court approval: the timely payment of future employee
wages and salaries, as well as maintain benefits; continued
servicing of distributors to ensure timely fulfillment of orders
and shipments; and other obligations to surgeons and customers.
Additional information about this process and proposed asset
sale, as well as court filings and other documents related to the
reorganization proceedings, is available through Dextera's claims
agent, Rust/Omni at http://www.omnimgt.com/dextera or (212)
302-3580.
Dextera Surgical has retained Cooley LLP as special corporate
counsel, Saul Ewing Arnstein & Lehr LLP as its bankruptcy
counsel and JMP Securities as its financial advisor.
Conference Call Details
To access the live conference call today at 9:00 a.m. Eastern
Time via phone, please dial 844-419-1785 from the United States and
Canada or 216-562-0472. The conference ID is 9355489. Please dial
in approximately 10 minutes prior to the start of the call. A
telephone replay will be available beginning approximately four
hours after the call through December 19, 2017, and may be accessed
by dialing 855-859-2056 from the United States and Canada or
404-537-3406 internationally. The replay passcode is 9355489.
To access the live and subsequently archived webcast of the
conference call, go to the Investor Relations section of the
company’s website at ir.dexterasurgical.com. Please connect to the
website at least 15 minutes prior to the presentation to allow for
any necessary software downloads.
The webcast is also being distributed through the Thomson
StreetEvents Network. Institutional investors can access the call
via Thomson StreetEvents at www.streetevents.com, a
password-protected event management site.
About Dextera Surgical
Dextera Surgical designs and manufactures proprietary
stapling devices for minimally invasive surgical procedures. In the
U.S., surgical staplers are routinely used in more than one million
minimally invasive laparoscopic, video-assisted or robotic-assisted
surgical procedures annually.
Dextera Surgical also markets the only automated
anastomosis devices for coronary artery bypass graft (CABG) surgery
on the market today: the C-Port® Distal Anastomosis Systems and
PAS-Port® Proximal Anastomosis System. These products, sold
by Dextera Surgical under the Cardica brand name, have
demonstrated long-term reliable clinical performance for more than
a decade.
Forward-Looking Statements
The statements in this press release regarding the agreement
with Aesculap serving as a “stalking horse” bid in a
court-supervised auction of Dextera Surgical’s assets, that this
will be the minimum bid offered for the assets, that the bankruptcy
process will continue Dextera Surgical’s mission, and all
statements regarding expectations regarding the conduct of the sale
process, including the expected timing of the completion thereof,
the expectations regarding the DIP financing, and that Dextera
Surgical expects that substantially all of its assets will be sold
pursuant to this process are "forward-looking statements." There
are a number of important factors that could cause Dextera
Surgical’s results to differ materially from those indicated by
these forward-looking statements, including the risks that the
conditions to close the sale of assets will not be met, in which
case the sale of the assets may not occur, the risk that the DIP
financing will not be completed as contemplated, risks inherent
with bankruptcy processes and other risks detailed from time to
time in Dextera Surgical’s reports filed with the U.S. Securities
and Exchange Commission, including its Quarterly Report on Form
10-Q for the quarter ended September 30, 2017, under the
caption “Risk Factors.” Dextera Surgical expressly disclaims any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein. You
are encouraged to read Dextera Surgical’s reports filed with the
U.S. Securities and Exchange Commission, available at
www.sec.gov.
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version on businesswire.com: http://www.businesswire.com/news/home/20171212005551/en/
Dextera Surgical Inc.Bob Newell, 650-331-7133Vice President,
Finance and Chief Financial
Officerinvestors@dexterasurgical.com