Full Press Release Details
Memic Innovative Surgery Ltd. and MedTech Acquisition
Corporation Announce Proposed Business Combination
Tel Aviv, Israel and Fort Lauderdale, FL, August
13, 2021 - Memic Innovative Surgery Ltd. (the "Company" or "Memic"), a medical device company dedicated
to transforming surgery with its proprietary surgical robotic technology, and MedTech Acquisition Corporation (Nasdaq: MTAC) ("MedTech"),
a publicly traded special purpose acquisition company (SPAC) focused on medical technology, including surgical robotics, today announced
that they have entered into a definitive agreement for a business combination. Upon the closing of the transaction, the combined company
will operate under the Memic name and, Maurice R. Ferr , MD, an independent director of MedTech and current Chairman of the board
of Memic, will become Executive Chairman of the combined company. Memic will apply to have its ordinary shares listed on The Nasdaq Stock
Market ("Nasdaq"). The business combination is expected to be completed in the fourth quarter of 2021.
"We are pleased to reach a merger agreement
with MedTech, which represents a significant opportunity to advance the robot-assisted surgery market in ways that, until now, have been
unattainable," said Dvir Cohen, co-founder and Chief Executive Officer of Memic. "We believe the Hominis platform has the
potential to transform the way surgeons perform robot-assisted procedures, beginning with our currently FDA-authorized indications that
include transvaginal benign hysterectomy. Our partnership with the MedTech team, which provides decades of collective experience in surgical
robotics, is an important step in bringing our advanced technology to medical facilities and patients across the United States and the
world. We look forward to entering the public markets and working together with MedTech in the next phase of our company's journey."
"This agreement with Memic reflects the
continued commitment of our management team and board of directors to deliver value to our stockholders," said Chris Dewey, Chief
Executive Officer of MedTech. "Following a comprehensive review of investment opportunities, we were impressed with the highly accomplished
management team at Memic and its disruptive, minimally invasive, cost-effective Hominis system, which positions the Company well for substantial
growth and profitability. We believe that Memic's innovative technology, coupled with our team's expertise in successfully
commercializing medical device companies, has the potential to create significant value for stockholders in the years ahead."
"We believe that the Hominis platform
represents the most significant advancement in soft-tissue surgical robotics in recent decades and this agreement further validates
how our technology is positioned to transform the surgical robotics sector," said Maurice R. Ferr , M.D, Co-Founder of MAKO Surgical, Inc. "Hominis is able to perform robotic transvaginal techniques that were
previously unfeasible, fulfilling a significant unmet need in women's health, and we believe it has the potential to be
applied to a broad range of indications in the future including general surgery."
Hominis received de novo marketing authorization
from the FDA in February 2021 for use in single site, natural orifice laparoscopic-assisted transvaginal benign surgical procedures, including
benign hysterectomy. It is the first and only FDA-authorized surgical robotic platform that features miniature humanoid-shaped robotic
arms that provide human level dexterity, multi-planar flexibility and 360 degrees of articulation, allowing it to reach the entire surgical
site. The Company's initial target addressable market is over 1 million women's health procedures in the United States and
over 4 million globally. The Company plans to expand within women's health, as well as into additional applications including general,
colorectal, thoracic, transoral and transrectal surgeries.
The biomimetic instruments are designed to replicate
the motions and capabilities of a surgeon's arms, with shoulder, elbow, and wrist joints. Multiple instruments can be introduced
into the body through a single portal and the 360-degree articulation offers the ability to bend and work around anatomic barriers, as
well as optimal access and working angles. The system's proprietary instruments and human-like features enable surgeons to perform
indicated gynecologic procedures using the transvaginal approach, which research shows results in better clinical outcomes for patients,
including reduced pain, recovery time and rates of infection and no visible scarring.
The small, compact and mobile design of Hominis
also offers a minimal footprint, with simple docking and a short setup time for surgeons, without requiring a dedicated operating room.
Hominis can be purchased at a significant cost advantage compared to other available robotic technology.
Memic has applied for a CE Mark for the Hominis
system in additional countries outside the United States with decisions and expanded commercialization pending.
Transaction Overview
Upon closing of the business combination,
the combined company will have an estimated pro-forma equity value of more than $1 billion, assuming no redemptions by
MedTech's public stockholders. The combined company's estimated cash balance will consist of MedTech's $250
million cash held in trust, assuming no redemptions by public stockholders, $76 million from the private placement of ordinary
shares with investors (PIPE), and $63 million from the current balance sheet of Memic, less estimated transaction expenses and
operational expenses through closing. The combined company is expected to hold approximately $360 million in cash, less transaction
and operational expenses until closing, to fund the business through its investment phase and to positive cash flow, assuming no
redemptions by MedTech's public stockholders. The PIPE is led by various investors, including Bridger Healthcare, Ltd., The
Kraft Group, Monashee Investment Management LLC, Pura Vida Investments, Wellington Management, Ken Langone, Peregrine Ventures
HighSage Ventures, and management and board members of MedTech. Memic's existing stockholders will be rolling 100% of their
equity into the combined company.
Following completion of the transaction and the
PIPE and assuming no redemptions by MedTech's public stockholders, the security holders of Memic are expected to own approximately
61.6%, MedTech stockholders 24.7%, PIPE investors 7.5%, and MedTech's sponsor 6.2% of the combined company. The proposed transaction
has been approved by the boards of directors of Memic and MedTech and is subject to the approval of the stockholders of Memic and stockholders
of MedTech and the satisfaction or waiver of other customary conditions.
Additional information about the proposed transaction,
including a copy of the business combination agreement and an investor presentation, will be filed by MedTech in a Current Report on
Form 8-K with the U.S. Securities and Exchange Commission ("SEC") and will be available at www.sec.gov.
BofA Securities is serving as sole financial advisor
to Memic. Greenberg Traurig, LLP is serving as legal counsel to Memic.
BofA Securities and Raymond James & Associates,
Inc. and Wells Fargo Securities, LLC are serving as lead joint placement agents on the private offering (PIPE). Latham & Watkins LLP
is serving as legal counsel to the placement agents.
Raymond James & Associates, Inc. is serving
as sole financial advisor to MedTech and acted as sole book-running manager for the MedTech's IPO in December 2020. Foley &
Lardner, LLP is serving as legal counsel to MedTech.
Management Presentation Information
A webcast of the corporate presentation and associated
materials are available on Deal Roadshow:
Direct Link: https://dealroadshow.com/e/MEMIC21
Memic was founded in 2013 and based in Tel Aviv,
Israel with a wholly owned subsidiary based in Fort Lauderdale, Florida, is a medical device company dedicated to transforming surgery
with its proprietary surgical robotic technology. For more information, visit: https://memicmed.com/.
About MedTech Acquisition
MedTech Acquisition Corporation
(Nasdaq: MTAC) is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more businesses or entities. MedTech has stated a focus on the medical technology
industry in the United States and other developed countries.
Information about the Proposed Business Combination and Where to Find It
In connection with the proposed merger (the "Business
Combination"), Memic intends to file with the SEC a registration statement on Form F-4, which will include a preliminary proxy
statement/prospectus and a definitive proxy statement/prospectus, and certain other related documents, which will be both the proxy statement
to be distributed to holders of MedTech's shares of common stock in connection with the MedTech's solicitation of proxies
for the vote by MedTech's stockholders with respect to the proposed business combination and other matters as may be described
in the registration statement, as well as the prospectus relating to the securities to be issued in the proposed transaction. MedTech's
stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus included in
the registration statement and the amendments thereto and the definitive proxy statement/prospectus, as well as other documents filed
with the SEC in connection with the proposed business combination, as these materials will contain important information about the parties
to the proposed business combination agreement, Memic, MedTech and the proposed combined company. After the registration statement
is declared effective, the definitive proxy statement/prospectus and other relevant materials for the proposed business combination will
be mailed to stockholders of MedTech as of a record date to be established for voting on the proposed business combination and other