Dive Brief:
- Asensus added updated disclosures to its proxy statement on Monday to address investor demands about the events leading up to its proposed takeover by German endoscopy firm Karl Storz.
- The manufacturer of robotic surgery systems denied there were any deficiencies in the original disclosure but voluntarily expanded on some points to prevent litigation and delays to the deal.
- The update states Asensus entered into confidentiality agreements with three global medical device companies and a private equity firm, but they gave no indications of interest in a deal.
Dive Insight:
Asensus, which was previously called Transenterix, entered into a non-binding agreement to be acquired by Karl Storz for $0.35 per share in cash, or roughly $95 million, in April. Under the terms of the agreement, Karl Storz provided a $20 million bridge loan and secured a 10-week exclusivity period to perform due diligence.
Asensus had $8 million in cash, equivalents and short-term investments at the end of March. Karl Storz signed a definitive merger agreement with Asensus in June.
In July, Asensus published a proxy statement to inform shareholders of a special meeting in August. The filing described events preceding the merger agreement, revealing that Asensus CEO Anthony Fernando began meeting with three medtech companies and a private equity firm about collaborating in 2021.
After posting the filing, Asensus said it “received a number of demand letters from purported company stockholders raising alleged disclosure deficiencies in the proxy statement.” The company denies all the allegations in the letters and believes no additional disclosures are needed. However, Asensus has added information to the notice to avoid litigation and delays to the deal and address “moot claims” in the letters.
The update reveals Asensus had confidentiality agreements with three medtech companies and talked to those businesses and other potential collaborators for two years before signing the Karl Storz deal. None of the companies showed interest in a collaboration or other transaction. Representatives of the three companies congratulated Fernando on the Karl Storz deal but expressed no interest in a transaction.
Another update describes a transaction committee formed to address any perceived conflict of interest linked to the involvement of Fernando and Asensus board member Andrea Biffi in the process. Fernando could be offered a job at Karl Storz, and Biffi’s Three Heads Investment could receive 15 million euros ($16.2 million) when the deal closes. Asensus also added information about a back-up plan to file for bankruptcy.
Independent proxy advisory firm Glass Lewis recommended on Monday that Asensus stockholders vote for the merger. Asensus received 510(k) clearance for its Senhance surgical system in urology in July.