Auris Surgical Robotics to Acquire Hansen Medical (HNSN) in $80M Deal

April 20, 2016 8:01 AM EDT
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Auris Surgical Robotics, Inc. and Hansen Medical, Inc. (NASDAQ: HNSN) today announced that they have signed a definitive merger agreement under which Auris will acquire Hansen Medical for $4.00 per share in cash, or a total equity value of approximately $80 million. The purchase price per share represents a premium of approximately 39.9% over the closing sale price of common stock of Hansen Medical as reported on NASDAQ on April 19, 2016. In addition, certain significant stockholders of Hansen Medical have agreed to invest approximately $49 million into Auris contemporaneously with the closing of the transaction.

"Hansen Medical has developed a technology leadership position in the field of intravascular robotics," commented Dr. Fred Moll, Chief Executive Officer of Auris. "There remains a significant opportunity in flexible robotics and I am excited to combine with Hansen Medical to advance this market."

"We are pleased with this outcome, which we believe maximizes value for our shareholders. The combined capabilities of Auris and Hansen Medical will accelerate the proliferation of medical robotics to advance patient care," said Cary Vance, President and CEO of Hansen Medical.

The transaction is expected to close in mid-2016, subject to customary closing conditions, including Hansen Medical shareholder approval. Holders of approximately 65.4% of Hansen Medical's outstanding shares, including all executive officers and directors of Hansen Medical and the significant stockholders described above, have entered into voting agreements with Auris and Hansen Medical pursuant to which they have agreed to vote in favor of and otherwise support the transaction.

PJT Partners provided financial advice to Auris on the transaction, with Morrison & Foerster LLP serving as legal adviser to Auris. In connection with the transaction, Perella Weinberg Partners LP is serving as financial adviser to a Special Committee of the Board of Directors of Hansen Medical, Sidley Austin LLP is serving as legal adviser to Hansen Medical and Morris, Nichols, Arsht & Tunnell LLP is serving as legal adviser to the Special Committee of the Board of Directors of Hansen Medical.

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