Today Minerva Surgical, Inc. (the “Company”) (Nasdaq: UTRS), entered into a share purchase agreement (the “Purchase Agreement”) for the sale of an aggregate of 97,751,711 shares (the “Shares”) of its common stock (“Common Stock”) in a private placement (the “Private Placement”) by the Company to Accelmed Partners II L.P. (“Accelmed LP”), at an offering price of $0.2046 per share, for aggregate consideration of $20,000,000.07.
In connection with a contemplated refinancing by the Company of its Loan and Security Agreement, dated as of October 8, 2021, by and among the Company, the Canadian Imperial Bank of Commerce, and each other person party thereto, as a borrower from time to time, as amended (the “Loan and Security Agreement”, and such refinancing, the “Refinancing”), it is expected that potential lenders shall require as a condition to the Refinancing that the Company complete a equity financing of at least $20,000,000 prior to the Refinancing (the “Lender’s Refinancing Condition”).
As of the date hereof, Accelmed LP owns 68.8% of the issued and outstanding shares of Common Stock of the Company, based upon 177,573,152 shares of Common Stock issued and outstanding on September 14, 2023, as reported by the Company in the Purchase Agreement. Upon the closing of the Private Placement, Accelmed LP will own 79.9% of the issued and outstanding shares of Common Stock of the Company, based upon 177,573,152 shares of Common Stock issued and outstanding on September 14, 2023, as reported by the Company in the Purchase Agreement.
As the Private Placement may be viewed as a step in a series of transactions, which constitute a “going-private” transaction under Rule 13e-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Accelmed LP, Accelmed Partners II GP L.P., Accelmed Partners II, LLC and Uri Geiger (collectively, the “Filing Persons”) have filed a transaction statement on Schedule 13E-3 (“Transaction Statement”) with the United States Securities and Exchange Commission (the “SEC”).
The Filing Persons have previously disclosed that they are considering effecting a transaction pursuant to which (i) the Common Stock may be delisted from trading on the Nasdaq Capital Market (“Nasdaq”); and (ii) the registration of the Common Stock under the Exchange Act would be terminated (a “Take Private Transaction”). In connection with such potential Take Private Transaction, Accelmed LP has previously disclosed that it is evaluating acquiring shares of Common Stock from existing stockholders in one or more privately negotiated transactions and may discuss such privately negotiated transactions with certain existing stockholders of the Company.
The Private Placement is not being conducted in conjunction with any Take Private Transaction, but rather to satisfy the Lender’s Refinancing Condition. The closing of the Private Placement is subject to the condition that the terms of the Refinancing are acceptable to Accelmed LP, in its sole and absolute discretion, and other customary closing conditions. The closing of the Private Placement may not take place prior to October 28, 2023.
No assurances can be made that the Private Placement will close, that the Refinancing will occur, or that any Take Private Transaction will be consummated.
The Company’s stockholders and other investors are urged to read the Transaction Statement and the exhibits to the Transaction Statement carefully because they contain important information about the Private Placement, the Refinancing, any potential Take Private Transaction, and other transactions that may be deemed in furtherance of a “going-private” transaction.
The Transaction Statement and the exhibits to the Transaction Statement can be found on the SEC’s website at www.sec.gov. In addition, copies of these documents can be obtained, without charge, by contacting Accelmed LP at Ugland House, South Church Street, PO Box 309, Grand Cayman KY1-1104, Cayman Islands.
As of the date of this release, the Filing Persons have not entered into definitive agreements to effect a Take Private Transaction. If and when the Filing Persons determine to proceed with a Take Private Transaction and establish the terms thereof, the Transaction Statement will be amended at such time to disclose the terms of such Take Private Transaction, and the Company will file such amendment with the SEC and will prepare and cause to be mailed the amended Transaction Statement to its stockholders as required by law. In addition to receiving the amended Transaction Statement by mail, stockholders will be able to obtain the final Transaction Statement without charge, on the SEC’s website at www.sec.gov. In addition, copies of these documents can be obtained, without charge, by contacting Accelmed LP at Ugland House, South Church Street PO Box 309, Grand Cayman KY1-1104, Cayman Islands. SECURITYHOLDERS ARE URGED TO READ THESE MATERIALS AND OTHER MATERIAL FILED WITH OR FURNISHED TO THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION.
This announcement is neither a solicitation of proxy, an offer to purchase nor a solicitation of an offer to sell any securities and it is not a substitute for any proxy statement or other filings that may be made with the SEC should a Take Private Transaction occur.
Accelmed is a U.S.-based private equity firm focused on acquiring and investing in U.S. commercial stage, lower middle market HealthTech companies. Since 2009, Accelmed has deployed over half a billion dollars into companies spanning medical devices, diagnostics, digital health and technology-enabled healthcare services. Accelmed seeks to accelerate value and scale innovation across the HealthTech field by bringing to bear the team’s industry experience, operational and financial expertise, and strong global relationships. For more information, please visit www.accelmed.com.
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Forward-looking statements are based on management’s current assumptions and expectations of future events and trends, and actual results may differ materially from those expressed or implied in such statements due to numerous risks and uncertainties. Forward-looking statements may include, but are not limited to, statements regarding the closing of the Private Placement and the Accelmed LP’s ownership of the Common Stock upon the closing of the Private Placement. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Actual results may differ materially from these statements and from actual or future events due to a variety of factors. Because forward-looking statements are inherently subject to risks and uncertainties, you should not rely on these forward-looking statements as predictions of future events. All statements other than statements of historical fact are forward-looking statements. Except to the extent required by law, the Filing Persons undertake no obligation to update or review any estimate, projection, or forward-looking statement.
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