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Asensus Surgical Inc. today announced that it has entered into a non-binding letter of intent for medical device company Karl Storz SE to acquire it.

The agreement enables Karl Storz to engage in due diligence and negotiations over a potential acquisition of the surgical robot maker. Asensus and Karl Storz began working on plans for joint development and marketing just over a year ago.

Entry into the letter of intent (LOI) follows an extensive period of consideration of strategic alternatives, stated Asensus. That included potential collaborations and licensing transactions, a “go-it-alone” strategy reliant upon significant fundraising, a sale of the company, or additional development transactions.

Instead, the company’s board approved the LOI with Karl Storz, which includes a proposal to acquire 100% of the issued and outstanding shares of Asensus common stock at 35¢ per share in cash. That represents a 66.7% premium to the closing price of Asensus stock on April 2, 2024. Karl Storz said that the proposed price represents its “best and final offer.”

Asensus developing Senhance, Intelligent Surgical Unit

Research Triangle Park, N.C-based Asensus is developing the Senhance surgical robot. It has also developed the Intelligent Surgical Unit (ISU) for Senhance.

The company said it designed ISU as a real-time intraoperative surgical image analytics platform. It uses “augmented intelligence” to help reduce surgical variability.

Asensus unveiled its the next-generation LUNA robot in February 2023. The integrated digital system features a next-generation surgical platform and instruments, plus real-time intraoperative clinical intelligence. Its final component, a secure cloud platform, applies machine learning to deliver clinical insights.

The company suggested last year that it targeted 2025 for U.S. Food and Drug Administration (FDA) clearance for LUNA. In November, Asensus inked a manufacturing deal for its platform.

In January 2024, the company showed LUNA off to surgeons, conducting an in vivo lab evaluation of the next-generation surgical robot. 

 

More details on the LOI

The letter of intent provides that, during an exclusivity period of up to 10 weeks, Asensus won’t engage in negotiations for alternative transactions. During that period, Karl Storz intends to conduct diligence as the companies negotiate a merger. Both companies have the right to terminate pursuit of the proposed transaction.

In connection with the LOI, Asensus entered into a fully secured promissory note or bridge loan with Karl Storz. This allows the company to receive a loan of up to $20 million from Karl Storz to support operations through the exclusivity period and beyond.

The companies said they plan to work during the exclusivity period to negotiate and finalize a merger agreement. If agreed, Asensus said it would then plan to quickly secure stockholder approval.

Asensus said it can’t provide any assurances of a final agreement with Karl Storz.

Asensus Surgical to speak at Robotics Summit

Dustin Vaughan, vice president of robotics research and development at Asensus, will be speaking at the Robotics Summit & Expo, which takes place on May 1-2 at the Boston Convention and Exhibition Center.

His talk, “Leveraging Real-Time Data Insights in the Operating Room” will explore the development and introduction of cutting-edge technologies, sensing modalities, and real-time data collection capabilities of the LUNA Surgical Platform and the practical implementation of those capabilities.

The Robotics Summit & Expo focuses on the design, development, and scaling of commercial robots. WTWH Media, which also produces The Robot Report, said it expects a record 5,000 attendees and more than 200 exhibitors. The event will be co-located with DeviceTalks, an event focused on medical devices, and the inaugural Digital Transformation Forum. Registration is now open for the event.

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Register now.

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Editor’s Note: This article was syndicated from MassDevice, a sibling site to The Robot Report.