Medtronic will become the first company to
offer an integrated solution including artificial
intelligence-driven surgical planning, personalized spinal implants
and robotic assisted surgery
Medtronic plc (NYSE:MDT), a global leader in medical technology,
and Medicrea (Euronext Growth Paris: FR0004178572 – ALMED Medicrea;
OTCQX Best Market – MRNTF), a pioneer in the transformation of
spinal surgery through artificial intelligence, predictive modeling
and patient specific implants, today announced that they have
entered into a tender offer agreement for the acquisition of all
outstanding shares of Medicrea. The friendly voluntary all-cash
tender offer will be at a price of €7.00 per Medicrea share (the
“Tender Offer”). The Boards of Directors of both companies have
unanimously approved the transaction.
This acquisition would strengthen Medtronic’s position as a
global innovator in enabling technologies and solutions for spine
surgery.
“Combining Medtronic’s innovative portfolio of spine implants,
robotics, navigation, and 3D imaging technology with Medicrea’s
capabilities and solutions in data analytics, artificial
intelligence and personalized implants, would enhance Medtronic’s
fully-integrated procedural solution for surgical planning and
delivery. This marks another important step in furthering our
commitment to improving outcomes in spine care,” said Jacob Paul,
senior vice president and president of the Cranial & Spinal
Technologies division, which is part of the Restorative Therapies
Group at Medtronic. “Medtronic will become the first company to be
able to offer an integrated solution including artificial
intelligence driven surgical planning, personalized spinal implants
and robotic assisted surgical delivery, which will significantly
benefit our customers and their patients.”
Medicrea’s product portfolio includes MEDICREA® UNiD® ASI
(Adaptive Spine Intelligence) designed to support surgeon workflow
in pre-operative planning and create personalized implant solutions
for surgery. The Medicrea solution is powered by predictive
modeling and sophisticated algorithms that measure and digitally
reconstruct the spine to its optimal profile.
“Spine surgery is one of the more complex procedures in
healthcare because of the high number of different parameters to
take into consideration. It is impossible for the human brain to
compute all of them for one single patient,” said Denys Sournac,
founder, chairman and CEO of Medicrea. “The medical world has been
waiting for the arrival of customization in spinal surgery. With
scientific progress in understanding sagittal balance and spinal
injury, combined with the advent of new digital technologies, it is
now possible to offer spinal patients entirely customized implants.
We are thrilled to be joining forces with Medtronic because we
share a similar mission to restore the long-term quality of life
for patients. Now, together, we can help more patients in more
places benefit from consistently high-quality surgical care.”
Key Terms of the
Transaction
The Tender Offer price of €7.00 per share represents a premium
of:
- 22% over the closing price of Medicrea shares on 14 July
2020
- 33% over the 1-month volume weighted average price of Medicrea
shares as of 14 July 2020
- 56% over the 3-month volume weighted average price of Medicrea
shares as of 14 July 2020
The Tender Offer will target all the outstanding shares of
Medicrea as well as the shares to be issued upon exercise of the
warrants subject to their exercise prior to the closing of the
Tender Offer.
Medicrea’s largest shareholders, including founder, president
and CEO Denys Sournac as well as certain other key managers,
employees and directors of Medicrea, have entered into commitments
to tender their shares (including shares to be issued upon exercise
of warrants, but excluding, in the case of Denys Sournac and
managers, free shares under lock-up period) in the Tender
Offer.
These commitments remain revocable in case of a higher competing
public tender offer in accordance with applicable French financial
markets regulations.
With the above-mentioned commitments to tender, Medtronic has
entered into agreements with Medicrea shareholders totalling
approximatively 44.4% of Medicrea’s current outstanding share
capital (adjusted for new shares to be issued upon exercise of
warrants).
The transaction is subject to customary closing conditions,
including obtaining regulatory clearance from the French Markets
Authority (the “AMF”), applicable foreign investment clearance in
France, and applicable merger control clearance in the United
States.
The completion of the Tender Offer will be subject, in addition
to the mandatory minimum acceptance condition set out in Article
231-9, I 1° of the AMF Regulation, to a minimum acceptance
condition that Medtronic obtains a number of Medicrea shares
representing at least 66.67% of the share capital and voting
rights.
The Board of Medicrea will issue in due course a reasoned
opinion on the merits of the Tender Offer for Medicrea, its
shareholders and its employees following receipt of the fairness
opinion issued by the independent expert appointed in accordance
with Article 261-1, I & III of the AMF Regulation by the ad
hoc committee to be created by the Board of Medicrea.
It is expected that the Tender Offer will be filed with the AMF
in September 2020. The Tender Offer will be opened once the foreign
investment approval in France is obtained, and the Tender Offer
would still remain subject to the merger control clearance in the
United States.
Assuming receipt of regulatory and other clearances and
satisfaction of other closing conditions, the acquisition is
expected to close by the end of calendar year 2020. The transaction
is expected to be immaterial to Medtronic’s adjusted earnings per
share in the first two fiscal years before turning accretive in
fiscal year 2023. In addition, it is expected to meet Medtronic's
long-term financial metrics for acquisitions.
Advisors
BofA Securities and Société Générale are acting as financial
advisors to Medtronic, and DLA Piper is serving as legal advisor.
Cowen is acting as financial advisor to Medicrea, and Baker
McKenzie is serving as legal advisor.
About Medicrea
Through the lens of predictive medicine, Medicrea leads the
design, integrated manufacture, and distribution of more than 30
510(k) cleared implant technologies, utilized in over 175,000
spinal surgeries to date. Medicrea is a Small and Medium sized
Enterprise (SME) with 175 employees worldwide, which includes 35
employees in New York, NY. The company has a modern manufacturing
facility in Lyon, France housing the development and production of
3D-printed titanium patient-specific implants.
By leveraging its proprietary software analysis tools with big
data and machine learning technologies supported by an expansive
collection of clinical and scientific data, Medicrea is well-placed
to streamline the efficiency of spinal care, reducing procedural
complications and limiting time spent in the operating room.
About Medtronic
Medtronic plc (www.medtronic.com), headquartered in Dublin,
Ireland, is among the world's largest medical technology, services,
and solutions companies – alleviating pain, restoring health, and
extending life for millions of people around the world. Medtronic
employs more than 90,000 people worldwide, serving physicians,
hospitals, and patients in more than 150 countries. The company is
focused on collaborating with stakeholders around the world to take
healthcare Further, Together.
Any forward-looking statements, including, but not limited
to, statements regarding the transaction, the expected timetable
for completing the transaction, strategic and other potential
benefits of the transaction, Medicrea’s products and product
candidates, and other statements about Medtronic or Medicrea
managements' future expectations, beliefs, goals, plans or
prospects, are subject to risks and uncertainties including, but
not limited to, the ability and timing to satisfy conditions to
closing including regulatory approvals, the impact of the
announcement of the transaction on the business, and other risks
and uncertainties such as those described in Medtronic's periodic
reports on file with the Securities and Exchange Commission. Actual
results may differ materially from anticipated results. Medtronic
and Medicrea caution investors not to place considerable reliance
on the forward-looking statements contained in this press release.
These forward-looking statements speak only as of the date of this
document, and Medtronic and Medicrea undertake no obligation to
update or revise any of these statements except to the extent
required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200714006115/en/
Medtronic: Michelle Claypool Public
Relations +1-763-526-9452
Ryan Weispfenning Investor Relations +1-763-505-4626
Medicrea: Denys SOURNAC Founder,
Chairman & CEO +33 (0)4 72 01 87 87
Fabrice KILFIGER Chief Financial Officer +33 (0)4 72 01 87
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