StemCells (STEM), Microbot Medical Affirm Entering Merger Agreement

August 16, 2016 9:16 AM EDT
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StemCells, Inc. (Nasdaq: STEM) and Microbot Medical Ltd., a private company organized under the laws of the State of Israel (“Microbot”), announced that they have entered into a definitive merger agreement, with plans to pursue the development of robotics based medical devices for the treatment of cerebrospinal fluid and gastrointestinal disorders, as well as other conditions.

“This transaction concludes an extensive search for strategic alternatives conducted by StemCells since we failed to see robust clinical results in our Phase II clinical study of human neural stem cells in chronic spinal cord injury,” said Ian Massey, the CEO of StemCells, Inc. “We believe both our investors and the market at large will see the potential of Microbot’s robotics platform, specifically its catheter and shunt technologies, and will appreciate Microbot’s overall business opportunities and potential.”

Harel Gadot, the CEO & Chairman of Microbot added, “We are pleased that this transaction will give us a presence in the U.S. capital markets, and we are very excited to continue advancing the development of our proprietary technologies that we believe have the potential to improve the lives of many patients globally. We thank StemCells for its efforts and contributions to improving human health over the years.”

The board of directors of each company has unanimously approved the terms of the merger agreement and has recommended that its shareholders approve the transaction. Completion of the merger is subject to approval of the StemCells and Microbot shareholders and certain regulatory approvals and customary conditions. In addition, in order to satisfy certain closing conditions for the merger, StemCells will be negotiating reductions in outstanding balances with its creditors.

Ropes & Gray LLP acted as legal advisor to StemCells and Ruskin Moscou Faltischek, P.C. and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. acted as legal advisor to Microbot. Additional information about the proposed transaction can be found in the Form 8‑K filed by StemCells on August 15, 2016.

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