Restoration Robotics® Stockholders Approve Merger Agreement with Venus Concept Ltd. and Related Proposals
07 Octobre 2019 - 10:41PM
Restoration Robotics, Inc. (NASDAQ: HAIR) (“Restoration Robotics”),
a global leader in robotic hair restoration, today announced the
voting results for the nine proposals considered and voted upon by
its stockholders at its Annual Meeting on October 4, 2019. The
Company reported that the various proposals giving effect to the
Agreement and Plan of Merger and Reorganization (the “Merger
Agreement”) entered into between Restoration Robotics, Venus
Concept Ltd., and Radiant Merger Sub Ltd., dated as of March 15,
2019, as amended on August 14, 2019, were approved by approximately
85% of the outstanding shares of Restoration Robotics. All
proposals were approved by the stockholders. A Form 8-K disclosing
the full voting results will be filed with the Securities and
Exchange Commission on October 7, 2019.
The closing of the merger is anticipated to take place prior to
the end of October 2019.
For further information on the merger, please visit
https://ir.restorationrobotics.com/, where an investor FAQ will be
posted under Shareholder Resources.
About Restoration RoboticsRestoration Robotics,
Inc., is a medical device company developing and commercializing
the ARTAS® and ARTAS iX™ Robotic Hair Restoration System. The ARTAS
Systems are the first and only physician-assisted robotic systems
to dissect and assist in the harvesting of follicular units
directly from the scalp, create recipient implant sites using
proprietary algorithms and, in the case of the ARTAS iX System,
robotically implant the hair follicles into the designated sites.
Restoration Robotics has unique expertise in machine vision, image
guidance, visual servoing and robotics, as well as developing
intuitive interfaces to manage these technologies.
Non-solicitation
This document will not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor will there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such
jurisdiction.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains “forward-looking” statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These
statements, as they relate to Restoration Robotics or Venus
Concept, the management of either such company or the proposed
transactions involving Restoration Robotics and Venus Concept,
including the proposed merger, the expected revenue, operating
results and other financial information, involve risks and
uncertainties that may cause results to differ materially from
those set forth in the statements. These statements are based on
current plans, estimates and projections, and therefore, you are
cautioned not to place undue reliance on them. No forward-looking
statement can be guaranteed, and actual results may differ
materially from those projected. Restoration Robotics and Venus
Concept undertake no obligation to publicly update any
forward-looking statement, whether as a result of new information,
future events or otherwise, except to the extent required by law.
Forward-looking statements are not historical facts, but rather are
based on current expectations, estimates, assumptions and
projections about the business and future financial results of the
medical device industry, and other legal, regulatory and economic
developments. We use words such as “anticipates,” “believes,”
“plans,” “expects,”, “projects”, “future,” “intends,” may,” “will,”
“should,” “could,” “estimates,” “predicts,” “potential,”
“continue,” “guidance,” and similar expressions which are intended
to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. Actual
results could differ materially from the results contemplated by
these forward-looking statements. Material factors that could cause
actual results to differ materially from current expectations
include, without limitation, the following: the progress of
Restoration Robotics’ commercialization, marketing and
manufacturing capabilities; the number of ARTAS Systems and ARTAS®
iX Systems that are sold; the timing or likelihood of regulatory
filings and approvals for ARTAS for use in transplanting of hair in
certain international markets; the timing and whether the proposed
merger is able to be consummated; and the expected revenue for the
combined company. Additionally, forward-looking statements related
to Venus Concept’s future expectations are subject to numerous
risks and uncertainties, including risks that planned development
milestones and timelines will not be met. Additional risks relating
to the transactions and Venus Concept’s business and operations are
set forth in the Registration Statement on Form S-4 and the
prospectus and proxy statement contained therein that Restoration
Robotics filed with the SEC, but which remains subject to update
and comments from the SEC. Neither Restoration Robotics nor
Venus Concept gives any assurance that either Restoration Robotics
or Venus Concept will achieve its expectations.
The foregoing list of factors is not exhaustive. You
should carefully consider the foregoing factors and the other risks
and uncertainties that affect the businesses of Restoration
Robotics described in the “Risk Factors” section of its Annual
Report on Form 10-K for the year ended 2018 filed on March 20,
2019 and as amended on April 29, 2019, the Restoration Robotics’
Quarterly Report on Form 10-Q for the quarter ended March 31, 2019
and the Risk Factors contained in the Registration Statement on
Form S-4 and the prospectus and definitive proxy statement
contained therein for the proposed merger between Restoration
Robotics and Venus Concept, as well as any reports that Restoration
Robotics may file with the SEC in the future. All
forward-looking statements included in this document are based upon
information available to Restoration Robotics and Venus Concept as
of the date hereof, and neither Restoration Robotics nor Venus
Concept assumes any obligation to update or revise such
forward-looking statements to reflect events or circumstances that
subsequently occur or of which Restoration Robotics or Venus
Concept hereafter becomes aware.
Media Contact:The Ruth Group Kirsten Thomas
kthomas@theruthgroup.com 646-536-7000
Investor Contact:The Ruth Group Carol
Ruth/Kaitlyn Brosco cruth@theruthgroup.com/kbrosco@theruthgroup.com
646-536-7000
Venus Concept Contact: Mike Piccinino, CFA
Westwicke VenusConceptIR@westwicke.com
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