Transaction Led by Oracle Investment Management---- Mazor to Announce Second Quarter Financial Results and Hold Conference Call on August 14, 2012, 11:00 AM ET
CAESAREA, Israel--Mazor Robotics Ltd. (TASE: MZOR), a developer of innovative surgical robots and complementary products, today announced that it has entered into an agreement regarding a private equity placement transaction of up to $15 million, to provide further investment capital and advance the Company's efforts to implement an American Depository Receipt (ADR) program on a U.S. stock exchange.
Under the structure of the transaction, the aggregate investment amount will be up to $15 million invested in two tranches of $7.5 million each and divided among a group of institutional and accredited investors in varying percentages. The investment group is led by Oracle Investment Management, which was founded by Larry Feinberg.
Under the first tranche, Mazor will issue 7,053,529 ordinary shares at a per share price of ₪4.25, based on the U.S. Dollar/NIS rate of exchange of 3.997 as of August 8, 2012 for a total of $7.5 million. Closing of the investment remains subject to customary closing conditions, including the approval of the Tel Aviv Stock Exchange.
Under the terms of the agreement, Mazor will begin an effort to implement a Level 2
ADR listing on the NASDAQ or New York Stock Exchange and release the shares and warrants issued to the investors.
In the second tranche of the transaction, Mazor will issue non-registered warrants exercisable into the Company's ordinary shares to the investors. The warrants are exercisable for 36 months at an exercise price equal to the lower of either ₪6.00 or the 10-day trailing daily volume-weighted average price (in NIS) prior to such exercise. Under the terms of the agreement, the investors must exercise the warrants following the implementation of the ADR program and the release of the investors' shares from the lock-up restrictions imposed under the Israeli securities laws. In the case that the price is less than ₪4.25, the Company can elect to require that only 50% of the second tranche be exercised. The total exercise price of the warrants equals an amount up to $7.5 million depending on the actual conversion rate. Immediately following the implementation of the ADR Program, the U.S. exchange listing, and the exercise of the warrants, the issued shares and the warrant shares will be converted into ADRs.
"We welcome our new investors and are gratified they share our vision for Mazor's future success in the robotics market," stated Ori Hadomi, CEO of Mazor. "Our investment partners, led by Oracle Partners, are well respected in the global healthcare markets and have a great track record of success. We believe their insight and experience in working with innovative and emerging medical device companies will significantly support Mazor's growth strategies, particularly in the untapped U.S. market and Europe and Asia as well. In addition, the first tranche of this transaction improves our balance sheet and provides us with the roadmap and resources to list on a major U.S. stock exchange, which we believe will significantly increase our visibility with investors and expand our investor base."
Second Quarter 2012 Financial Results Release and Conference Call
Mazor will file its financial statements for the second quarter and six-months ended June 30, 2012 with the Tel Aviv Stock Exchange on August 14, 2012, before the open of the U.S. market. The Company will hold a conference call the same day at 11:00 AM ET with the U.S. investment community to discuss the financial results.
Date: August 14, 2012
Time: 11:00 AM ET
Audio Webcast: www.mazorrobotics.com, click Investors
Live Dial-In (U.S.): 1-877-941-6009
Live Dial-In (International): 1-480-629-9819
Conference ID: 4559557
Replay Dial-In: 1-800-406-7325
Replay Access Code: 4559557
Mazor Robotics (TASE:MZOR) is dedicated to the development and marketing of innovative surgical robots and complementary products that provide a safer surgical environment for patients, surgeons, and operating room staff. Mazor Robotics' flagship product, Renaissance™, is a state-of-the-art surgical robotic system that enables surgeons to conduct spine surgeries in an accurate and secure manner. Mazor Robotics systems have been successfully used in the placement of over 20,000 implants in the United States and Europe. Numerous peer-reviewed publications and presentations at leading scientific conferences have validated the accuracy, usability, and clinical advantages of Mazor Robotics technology. For more information, please visit www.mazorrobotics.com.
About Oracle Investment Management
Oracle Investment Management, Inc. (OIM) is a fundamental research driven investment management company that is exclusively focused on both publicly traded and private investments within the global health care markets. OIM was founded in 1993 and is led by Larry Feinberg.