Conference Call to be Held on March 4, 2013 at
8:30 a.m. EST
Combination Adds Rapidly Growing Minimally
Invasive Spinal Decompression Technology and Large Surgeon User
Base
Baxano Shareholders Commit $15.3M in Concurrent
Financing
TranS1 Inc. (Nasdaq:TSON), a medical device company focused on
designing, developing and marketing products to treat degenerative
conditions of the spine affecting the lumbar region, today
announced that it has entered into a definitive agreement to
acquire Baxano, Inc., a privately-held medical device company that
manufactures and markets the iO-Flex® system utilized in standard
spinal decompression surgery and is developing the iO-TomeTM
system, a precision facetectomy instrument.
Merger Transaction
Under the terms of the merger agreement (the "Merger
Agreement"), TranS1 Inc. ("TranS1" or "the Company") will issue
approximately 10.4 million shares of TranS1 Common Stock and pay
$550,000 of cash (approximately $23.6 million of value based on the
March 1, 2013 closing price) to acquire Baxano, Inc. ("Baxano")
(the "Merger Transaction"). The Company will also refinance
$3.0 million of existing debt of Baxano in the transaction at
closing. On a pro forma basis, prior to the financing
transaction discussed below, current TranS1 shareholders will own
approximately 72.4% of the combined company and approximately 27.6%
will be owned by current Baxano shareholders. The final number of
shares will be subject to certain adjustments at closing. The
Merger Transaction is currently expected to close early in the
second quarter of 2013 and is subject to TranS1 shareholder
approval and customary conditions to closing as detailed in the
Merger Agreement.
The Company believes that the strategic merit of the combined
business includes the following benefits to its shareholders:
- Expands focus on minimally invasive lumbar spine treatments,
with a combined addressable market opportunity of $3.9B
- Complements existing proprietary product portfolio with
differentiated patented products
- Broadens sales force coverage and provides significant
cross-selling opportunities within the MIS surgeon customer
focus
- Improves financial profile
"We believe that Baxano is a complementary strategic fit for our
product portfolio," said Ken Reali, President and Chief Executive
Officer of TranS1. "Minimally invasive treatments are the fastest
growing segment of the spine market. The combination of our
AxiaLIF® and VEOTM lumbar fusion products with Baxano's iO-Flex and
iO-Tome systems for lumbar direct decompression and facetectomy,
respectively, will allow us to better meet the needs of our spine
surgeon customers. This merger will create a unique company
with the vision of being a leader in providing less invasive and
minimally invasive solutions for spine disorders."
"We are enthusiastic about the combination of Baxano with
TranS1," said Tony Recupero, President and Chief Executive Officer
of Baxano. "We believe the combined company will have a compelling
set of minimally invasive products to benefit patients, surgeons,
hospitals and payors and will continue to build on the positive
sales momentum we have built at Baxano over the past few
years."
Baxano had revenues of $3.9 million and $9.4 million for the
fiscal years ended December 31, 2011 and 2012,
respectively. On a pro forma basis, the combined company's
revenues were approximately $24.0 million (unaudited) for the year
ended December 31, 2012.
Financing Transaction
Contemporaneously with the execution of the Merger Agreement,
TranS1 entered into a Securities Purchase Agreement (the
"Securities Purchase Agreement"), pursuant to which the Company
agreed to sell, conditioned on closing of the Merger Transaction,
approximately 7.5 million shares of the Company's common stock at a
price of $2.28 per share (the "Financing Transaction"), which will
result in net proceeds to the Company of approximately $17.2
million. The Securities Purchase Agreement contains customary
representations, warranties and agreements of the Company and
customary conditions to closing, indemnification rights,
obligations of the parties and termination provisions.
"At the closing of the acquisition and financing transactions,
we expect to have approximately $30 million in cash on the balance
sheet," said Joe Slattery, Executive Vice President and Chief
Financial Officer of TranS1. "With this additional capital, we
are now in a position to demonstrate meaningful revenue growth on a
pro forma basis."
Required Approvals and Other Matters
The Merger Transaction was approved by the Board of Directors of
TranS1 on March 1, 2013, by the Board of Directors of Baxano on
March 2, 2013, and by the stockholders of Baxano pursuant to a
written consent in lieu of a stockholders' meeting on March 3,
2013. The Board of Directors of TranS1 approved the Financing
Transaction on March 1, 2013. In addition, TranS1's
stockholders are required to approve the issuance of the Company's
stock in connection with each of the Merger Transaction and the
Financing Transaction. In connection with the execution of the
Merger Agreement and the Securities Purchase Agreement, certain
directors, executive officers and stockholders of the Company, who
together hold approximately 24.2% percent of the issued and
outstanding common stock of the Company, have entered into
agreements whereby they have agreed to vote their shares in favor
of the issuance of the Company's stock in connection with each of
the Merger Transaction and the Financing Transaction.
After the Merger Transaction is complete, Ken Reali, President
and Chief Executive Officer of TranS1, and Joseph Slattery,
Executive Vice President and Chief Financial Officer, will continue
to serve in their respective roles. The combined company's
corporate headquarters will be based in Raleigh, North
Carolina.
Pursuant to the terms of the Merger Agreement, the Company has
agreed to appoint two directors designated by Baxano to the
Company's Board of Directors, effective as of the closing of the
Merger Transaction. Upon the approval of the Merger
Transaction by the Company's Board of Directors on March 1, 2013,
the Board also accepted Rick Randall's resignation from the Board
due to his need to devote attention to other opportunities.
Stifel is acting as exclusive financial advisor and Smith,
Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. is
acting as legal counsel to TranS1. Leerink Swann is acting as
exclusive financial advisor and Morrison & Foerster LLP is
acting as legal counsel to Baxano.
Conference Call
TranS1 will host a conference call today at 8:30 am Eastern time
to discuss details of the acquisition and the strategic overview of
the merged companies. To listen to the conference call on your
telephone, please dial (877) 881-2183 for domestic callers and
(970) 315-0453 for international callers approximately ten minutes
prior to the start time. The call will be concurrently
webcast. To access the live audio broadcast or the archived
recording, as well as the Company's presentation used during the
conference call, use the following link at
http://ir.trans1.com/events.cfm.
About Baxano, Inc.
Baxano is a medical instrument company focused on designing,
developing and marketing innovative tools that restore spine
function, preserve healthy tissue, and enable a better quality of
life for the patients it serves. Baxano currently markets the
patented iO-Flex system, a proprietary minimally invasive set of
flexible instruments allowing surgeons to target lumbar spinal
stenosis in all three regions of the spine: central canal, lateral
recess, and neural foramen, and has developed the patented iO-Tome
instrument to rapidly and precisely remove bone, including the
facet joints, which is commonly performed in spinal fusion
procedures. Baxano was founded in 2005 and is headquartered in
San Jose, California. For more information, visit
www.baxano.com.
About TranS1 Inc.
TranS1 is a medical device company focused on designing,
developing and marketing products to treat degenerative conditions
of the spine affecting the lumbar region. TranS1 currently markets
the AxiaLIF family of products for single and two level lumbar
fusion, the VEO lateral access and interbody fusion system and the
VectreTM posterior fixation system for lumbar fixation supplemental
to AxiaLIF fusion. TranS1 was founded in May 2000 and is
headquartered in Raleigh, North Carolina. For more
information, visit www.trans1.com.
Cautionary Statement
The Merger Transaction and Financing Transaction discussed above
involve the sale of securities in a private transaction that will
not be registered under the Securities Act of 1933, as amended, and
will be subject to the resale restrictions under that act. Such
securities may not be offered or sold absent registration or an
applicable exemption from registration requirements. This document
does not constitute an offer to sell or a solicitation of an offer
to buy any securities, nor shall there be any sale of securities in
any state or jurisdiction in which such an offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
The pro forma financial measures presented in this press release
combine certain historical financial data of Trans1 and Baxano
without adjustment and are not necessarily indicative of what these
entities' actual results of operations or financial position would
have been on a combined basis, nor are they indicative of their
future results of operations or financial position on a standalone
or a combined basis.
Forward Looking Statements
Statements in this press release regarding the proposed Merger
Transaction between the Company and Baxano, and the related
Financing Transaction; the expected timetable for completing the
transactions; benefits and synergies of the acquisition; future
opportunities for the combined company; the strategy, future
operations, financial position, future revenues and projected
costs; prospects, plans and objectives of management; and any other
statements about the Company's management team's future
expectations, beliefs, goals, plans or prospects constitute
"forward looking statements" within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, and are intended to qualify for the safe
harbor from liability established by the Private Securities
Litigation Reform Act of 1995. Such statements are subject to
risks and uncertainties that are often difficult to predict, are
beyond our control, and which may cause results to differ
materially from expectations. Factors that could cause our
results to differ materially from those described include, but are
not limited to, the ability to consummate the transactions, the
ability to successfully integrate our operations and employees, the
ability to realize anticipated synergies and cost savings, the
ability to develop and maintain the necessary sales, marketing,
distribution and manufacturing capabilities to commercialize our
products, the pace of adoption of our product technology by spine
surgeons, the outcome of coverage and reimbursement decisions by
the government and third party payors, the success of our
continuing product development efforts, the effect on our business
of existing and new regulatory requirements, uncertainty
surrounding the outcome of the matters relating to the subpoena
issued to the Company by the Department of Health and Human
Services, Office of Inspector General, stockholder class action
lawsuits, and other economic and competitive factors, and the other
factors described in the Company's filings with the Securities and
Exchange Commission (the "SEC"), including its Annual Report on
Form 10-K for the year ended December 31, 2011 and subsequent
reports. You are cautioned not to place undue reliance on
these forward looking statements, which are based on TranS1's
expectations as of the date of this press release and speak only as
of the date of this press release. We undertake no obligation
to publicly update or revise any forward looking statement, whether
as a result of new information, future events or otherwise.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the Merger Transaction and Financing Transaction. The
Company will file a proxy statement and other documents regarding
the Merger Transaction and Financing Transaction described in this
press release with the SEC. STOCKHOLDERS OF THE COMPANY ARE URGED
TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE
COMPANY'S PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE MERGER TRANSACTION AND FINANCING TRANSACTION.
Investors and securityholders will be able to obtain the proxy
statement and other relevant documents free of charge at the SEC's
website, http://www.sec.gov, and the Company's stockholders will
receive information at an appropriate time on how to obtain the
proxy statement and other transaction-related documents for free
from the Company. Such documents are not currently available.
The Company and its directors, executive officers, certain
members of management, and employees may have interests in the
Merger Transaction and Financing Transaction or be deemed to be
participants in the solicitation of proxies of the Company's
stockholders to approve the issuance of the Company's stock in
connection with each of the Merger Transaction and the Financing
Transaction. Certain information regarding the participants and
their interest in the solicitation is set forth in the proxy
statement for the Company's 2012 Annual Meeting of Stockholders
filed with the SEC on April 30, 2012. Stockholders may obtain
additional information regarding the interests of such participants
by reading the proxy statement relating to the Merger Transaction
and Financing Transaction when it becomes available.
iO-Flex® and iO-TomeTM are trademarks of Baxano, Inc.
CONTACT: Investors:
TranS1 Inc.
Joseph P. Slattery, 919-825-0868
Executive Vice-President and Chief Financial Officer
or
Westwicke Partners
Mark Klausner, 443-213-0501
trans1@westwicke.com
Baxano Surgical, Inc. (MM) (NASDAQ:TSON)
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Baxano Surgical, Inc. (MM) (NASDAQ:TSON)
過去 株価チャート
から 1 2024 まで 1 2025