Item 2.01. Completion of Acquisition or Disposition of Assets.
On November 15, 2007, Hansen Medical, Inc. (“Hansen”) completed its previously announced
acquisition of AorTx, Inc. (“AorTx”) pursuant to an Agreement and Plan of Merger and
Reorganization, dated November 1, 2007 (the “Merger Agreement”) that Hansen entered into with
AorTx, Redwood Merger Subsidiary, Inc. and Second Merger Subsidiary, Inc., both wholly-owned
subsidiaries of Hansen, and David Forster and Louis Cannon, stockholders of AorTx, as stockholders’
representatives.
As a result of the Merger, Hansen acquired all of the outstanding equity interests of AorTx, a
privately-held company. Pursuant to the terms of the Merger Agreement, at the closing of the
acquisition, Hansen issued 140,048 shares of its common stock and paid approximately $4.5 million
in cash. Also at the closing, Hansen paid or cancelled approximately $1.0 million of AorTx
liabilities. The Merger Agreement also provides for possible milestone payments of up to $30.0
million upon achievement of regulatory clearances and revenue and partnering milestones. Milestone
payments will be made half in cash and half in Hansen common stock. The number of shares of Hansen
common stock issued and issuable under the Merger Agreement was and will be based on the average
closing price per share of Hansen common stock for the twenty trading days up to and including the
trading day that is two trading days immediately preceding (but not
including) each payment date.
Pursuant to the Merger Agreement, $1.0 million of the cash paid at closing will be held in
escrow for 18 months to satisfy indemnification claims. Also, up to 50% of milestone payments not
yet made may be setoff against indemnification claims not satisfied by the escrow funds.
At the closing of the Merger, Hansen entered into a registration rights agreement (the
“Registration Rights Agreement”) with the former stockholders of AorTx pursuant to which Hansen has
agreed to file resale registration statements covering the Hansen common stock issued in
connection with the Merger.
The foregoing description of the transaction does not purport to be complete and is qualified
in its entirety by reference to the complete text of the Merger Agreement and the Registration
Rights Agreement, copies of which are field as exhibits 2.1 and 4.1, respectively, to this current
report on Form 8-K and the information contained therein is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The issuance of the Hansen common stock pursuant to the Merger Agreement is exempt from
registration under Section 4(2) of the Securities Act of 1933, as amended, or Regulation D
thereunder, as a transaction by an issuer not involving a public offering.
Item 2.01 of this current report on Form 8-K contains a more detailed description of the
issuance of shares pursuant to the Merger Agreement, and is incorporated into this Item 3.02 by
reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment no later
than 71 calendar days after the date that this initial report on Form 8-K must be filed.