restor3d, Inc. and Conformis, Inc. (NASDAQ: CFMS) announced today
that they have entered into a definitive merger agreement under
which restor3d, a leading personalized 3D-printed orthopedic
company, will acquire all outstanding shares of common stock of
Conformis at $2.27 per share in cash, which represents an
approximate 96 percent premium to the closing price of Conformis
stock on June 22, 2023.
“This combination will create a leading personalized 3D-printed
medical device company. Together, we share a common belief in the
power of personalization. By leveraging the strengths in our
respective portfolios around artificial-intelligence-driven implant
design, digital automation, and 3D printed osseointegrative
biomaterials, we see tremendous opportunity to offer clinically
differentiated and cost-effective solutions across the orthopedic
landscape, including shoulder, foot & ankle, spine, and large
joints,” stated Kurt Jacobus, Chief Executive Officer of
restor3d.
“After nearly 20 years of revolutionizing the orthopedic
industry with personalized treatment and patient choice, this
transaction is a testament to the value of our portfolio and the
strength of our core technology and intellectual property,” said
Mark Augusti, Chief Executive Office at Conformis. “Following a
diligent and thoughtful process, the Board has unanimously approved
this transaction, which delivers positive benefits to all of our
stakeholders. We are excited to enter the next chapter for
Conformis with restor3d, which allows us to continue helping
patients live productive lives after knee or hip surgery and
providing the surgeon community with innovative products and
services."
Conformis' Board of Directors, having determined that the
transaction is in the best interests of the company's stockholders,
has unanimously approved the transaction. The closing of this
transaction is expected by the end of Q3 2023 and is subject to
approval by Conformis’ stockholders and other customary closing
conditions.
AdvisorsUBS Investment Bank is serving as
financial advisor to Conformis, and Hogan Lovells US LLP is serving
as its legal counsel. Jones Day is serving as legal counsel to
restor3d.
About restor3d, Inc. Based in Durham, North
Carolina, restor3d is a leading medical device company focused on
enabling surgeons to improve the reconstruction and repair of the
human body through 3D printed orthopedic medical devices with
enhanced anatomical fit and superior integrative properties.
restor3d seeks to improve medical device solutions by leveraging
expertise in 3D printing of osseointegrative biomedical materials,
biomechanics modeling, and artificial-intelligence-based planning
and design automation tools.
About Conformis, Inc.Conformis is a medical
technology company focused on advancing orthopedic patient care and
creating a world without joint pain. Its product portfolio is
designed to maximize surgeon and patient choice by offering fully
personalized solutions through its Image-to-Implant® Platinum
Services℠ Program as well as data-informed, standardized solutions
that combine many benefits of personalization with the convenience
and flexibility of an off-the-shelf system. Conformis’ sterile,
just-in-time, Surgery-in-a-Box™ delivery system is available with
all of its implants and personalized, single-use instruments.
Conformis owns or exclusively in-licenses issued patents and
pending patent applications that cover personalized implants and
patient-specific instrumentation for all major joints.
For more information, visit www.conformis.com. To receive future
releases in e-mail alerts, sign up at ir.conformis.com.
Cautionary Statement Regarding Forward-Looking
StatementsStatements in this press release about our
future expectations, plans and prospects, the anticipated timing of
our product launches, and our financial position and results, total
revenue, product revenue, gross margin, operations and growth, as
well as other statements containing the words "anticipate,"
"believe," "continue," "could," "estimate," "expect," "intend,"
"may," "might," "plan," "potential," "predict," "project,"
"should," "target," "will," or "would" or the negative of these
terms or other and similar expressions are intended to identify
forward-looking statements within the meaning of the safe harbor
provisions of The Private Securities Litigation Reform Act of 1995,
although not all forward-looking statements contain these
identifying words. We may not actually achieve the plans,
intentions or expectations disclosed in our forward-looking
statements, and you should not place undue reliance on our
forward-looking statements. Actual results or events could differ
materially from the plans, intentions and expectations disclosed in
the forward-looking statements we make as a result of a variety of
risks and uncertainties. Such risks and uncertainties include, but
are not limited to, (i) the risk that the proposed transaction may
not be completed in a timely manner or at all, which may adversely
affect the business and the price of Conformis’s common stock, (ii)
the failure to satisfy any of the conditions to the consummation of
the proposed transaction, including the receipt of Conformis
stockholder approval, (iii) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
merger agreement, (iv) the outcome of any legal proceedings that
have been or may be instituted against Conformis or restor3D
related to the proposed transaction, (v) and the other risks and
uncertainties described in the "Risk Factors" sections of
Conformis’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2022 and Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2023, and other public filings with the
U.S. Securities and Exchange Commission. In addition, the
forward-looking statements included in this press release represent
our views as of the date hereof. We anticipate that subsequent
events and developments may cause our views to change. However,
while we may elect to update these forward-looking statements at
some point in the future, we specifically disclaim any obligation
to do so. These forward-looking statements should not be relied
upon as representing our views as of any date subsequent to the
date hereof.
Additional Information and Where to Find ItIn
connection with the proposed transaction, Conformis, Inc. will be
promptly filing documents with the SEC, including preliminary and
definitive proxy statements relating to the proposed transaction.
The definitive proxy statement will be mailed to Conformis
stockholders in connection with the proposed transaction. BEFORE
MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED
MERGER OR INCORPORTED BY REFERENCE IN THE PROXY STATEMENT WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. Investors and security holders may
obtain free copies of these documents (when they are available) and
other related documents filed with the SEC at the SEC’s web site
at www.sec.gov, and on Conformis’s website
at www.conformis.com and clicking on the “Investors” link
and then clicking on the “SEC Filings” link. In addition, the proxy
statement and other documents may be obtained free of charge by
directing a request to Conformis, Inc., Investor Relations, 600
Technology Park Drive, Billerica, MA, telephone: (781)
374-5598.
Participants in the SolicitationConformis and
its directors and executive officers may be deemed participants in
the solicitation of proxies from the stockholders of Conformis in
connection with the proposed transaction. Information
regarding Conformis’s directors and executive officers can be found
in Conformis’s definitive proxy statement (the “Annual Proxy
Statement”) filed with the SEC on March 24, 2023, and in
subsequent filings on Form 8-K. Additional information regarding
the interests of Conformis’s directors and executive officers in
the proposed transaction will be included in the proxy statement
described above. To the extent that holdings of Conformis
securities have changed since the amounts printed in the Annual
Proxy Statement, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the
SEC. These documents are available free of charge at the SEC’s
web site at www.sec.gov and from Conformis as described
above.
CONTACT FOR CONFORMIS INVESTORS:Investor
Relationsir@conformis.com(781) 374-5598
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