TransEnterix, Inc., a medical device company that is pioneering the use of robotics to improve minimally invasive surgery, announced today that it has acquired the surgical robotics division of SOFAR S.p.A., an Italian health care company, in a cash and stock transaction with total consideration of $99.8 million.
SOFAR has developed the TELELAP ALF-X® advanced robotic system for minimally invasive surgery, which has an active CE Mark.
“The combination of SurgiBot™ and ALF-X® will allow TransEnterix to address a larger market opportunity with compelling patient, surgeon and hospital value,” said Todd M. Pope, President and CEO of TransEnterix. “We believe this combination accelerates our commercialization timeline and revenue ramp as we can immediately begin selling the ALF-X in many markets globally.”
“We believe joining with TransEnterix will make our vision to create the next wave of robotic surgery a reality.” said Andrea Biffi, CEO of SOFAR, who has been appointed to the TransEnterix Board of Directors. “Our decision to become a significant shareholder reflects our belief that the company has built a strong team and will execute on this compelling opportunity.”
The combination with SOFAR’s surgical robotics division supports and accelerates TransEnterix’s fundamental strategies:
- Accelerate the migration of traditional laparoscopic procedures to robotically assisted laparoscopy: Both robotic surgical systems are designed to leverage the experience and motion of traditional laparoscopic surgery. Laparoscopic procedures represent over 10 times the number of existing robotic surgery procedures. New robotic systems that leverage laparoscopic experience and techniques should facilitate the continued growth of robotically enhanced laparoscopy.
- Address the trade-offs required of surgeons when using currently available robots: Both the SurgiBot and ALF-X systems are designed to address trade-offs that currently-available robotic systems require of surgeons, such as loss of haptic feedback, being disengaged from the surgical field, the increased size of required trocar incisions, the inability to easily reposition patients once docked, and the requirement to interrupt operating and disengage instrument controls in order to move the camera.
- Eliminate cost barriers to adoption with compelling pricing models: Both robotic systems are designed to present a compelling economic value to hospitals. Whether through reduced capital acquisition cost or reduced per-procedure costs, each system will lower the economic barriers for hospitals to engage in robotic surgery. This should make robotic surgery a possibility for many more hospitals around the world.
The acquisition of SOFAR’s surgical robotics division is anticipated to have a positive financial impact going forward. TransEnterix believes that the ability to commercialize the ALF-X system in the near-term under the existing CE Mark and our significantly expanded market opportunity could accelerate our revenue growth more than previously anticipated.
TransEnterix acquired from SOFAR all of the intellectual property and other assets, employees and contracts related to the advanced robotic system for minimally invasive laparoscopic surgery known as TELELAP ALF-X (Acquisition Transaction).
At the closing of the Acquisition Transaction, SOFAR received $25 million in cash and 15,543,413 shares of TransEnterix common stock with a value of $43.7 million, based on the closing price of $2.81 as of September 18, 2015.
The agreement also provides for up to €27.5 million ($31.1 million) in remaining cash consideration to be paid in three additional tranches based on the achievement of negotiated milestones.
In connection with the Acquisition Transaction, SOFAR entered into a lock-up agreement with TransEnterix pursuant to which SOFAR agreed, subject to certain exceptions, not to sell, transfer or otherwise convey any of the shares issued for one year following the closing date of the acquisition. The shares will be released between the first and second anniversaries of the closing of the Acquisition Transaction. TransEnterix also entered into a Registration Rights Agreement with SOFAR, pursuant to which TransEnterix agreed to register SOFAR’s shares for resale, subject to the lock-up provisions.
Structure and Governance
TransEnterix, Inc. will continue to have its principal offices in North Carolina. The company will continue the research and development activities in Italy through its subsidiary, TransEnterix Italia, S.r.l., f/k/a Vulcanos S.r.l. Mr. Pope will remain the President and CEO of TransEnterix and Mr. Biffi will serve on the TransEnterix Board of Directors.