Asensus Surgical Enters Non-Binding Acquisition Proposal with Karl Storz

Asensus Surgical, a surgical robotics company, today announced it has entered into a non-binding letter of intent with Karl Storz SE &Co. KG, while the companies engage in negotiations regarding the terms of a potential transaction where Karl Storz acquires Asesnus.

Asensus entered into the letter of intent, according to the press release, after “an extensive period of consideration of various strategic alternatives by Asensus, including potential collaboration and licensing transactions, a go-it-alone strategy dependent upon raising significant additional equity capital, a sale of the company and other potential business development transactions.”

The company’s board of directors have approved the letter of intent, which includes the proposal to acquire 100% of its issued and outstanding shares of common stock for $0.35 per share in cash. The amount per share represents a 66.7% premium to the closing price of Asensus common stock on April 2. This price is Karlo Storz “best and final” offer, according to the company.

Also included in the letter of intent, Asensus will not be able to engage in negotiations for alternative transactions for a period of up to 10 weeks. In conjunction with agreement, Asensus has also entered into a fully secured promissory note with Karl Storz which will enable the company to get a loan of up to $20 million to support operations through the exclusivity period, the potential signing of a definitive merger agreement, and, if approved by stockholders, close of the proposed transaction.

During the exclusivity period, the company will receive up to $10 million. Then, if a definitive merger agreement is negotiated and executed successfully, an additional amount up to $10 million will be available while the company engages with stockholders for approval.

Asensus and Karl Storz wrote, in separate statements provided to MD+DI, that both have decided not to comment further on the proposed acquisition unless or until an agreement is signed or discussions between the two sides have been terminated.