Memic Innovative Surgery announced that it entered into a merger agreement with special purpose acquisition company MedTech Acquisition Corp.
Tel Aviv, Israel-based Memic will operate under its current name upon the closing of the transaction, with Dr. Maurice R. Ferré — an independent director of MedTech and current chairman of Memic — will serve as executive chairman of the combined company. The companies expect the business combination to be completed in the fourth quarter of this year, according to a news release.
Listen to Dr. Maurice R. Ferré talk surgical robotics on the DeviceTalks Weekly Podcast.
Rumors of a potential SPAC merger popped up in May regarding Memic, which develops Hominis, the first FDA-approved, robotically assisted surgical device for performing transvaginal hysterectomy. At that time, there was no certainty over the completion of a deal.
“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,” Memic co-founder & CEO Dvir Cohen said in the release. “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.”
Memic designed the Hominis system to remove the uterus using minimally invasive surgical instruments inserted through the vagina, as well as a video camera inserted laparoscopically through a small incision on the abdomen. The transvaginal approach requires fewer incisions on the abdomen compared to the traditional laparoscopic hysterectomy. In April, the company also raised $96 million in a Series D financing round.
Today’s announcement said that, upon the closing of the acquisition, 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 company’s estimated cash balance will include MedTech’s $250 million cash held in trust, $76 million from the PIPE (private investment in public equity) and $63 million from Memic’s current balance sheet.
Following the completion of the transaction and the PIPE, security holders of Memic are expected to own approximately 61.6% of the company, with MedTech stockholders owning 24.7%, PIPE investors owning 7.5% and MedTech’s sponsor owning 6.2%.
“This agreement with Memic reflects the continued commitment of our management team and board of directors to deliver value to our stockholders,” MedTech CEO Chris Dewey said. “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,” added Dr. Maurice R. Ferré. “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.”
