Surgalign Enters Into Definitive Agreement to Sell Global Hardware and Biologics Business Through a Structured Sale Process Under Chapter 11 of the U.S. Bankruptcy Code
20 6월 2023 - 9:30PM
Surgalign Holdings, Inc., (NASDAQ: SRGA) (“Surgalign” or the
“Company”) a global medical technology company focused on elevating
the standard of care by driving the evolution of digital health,
today announced that the Company has entered into an asset purchase
agreement (the “Asset Purchase Agreement”) to sell substantially
all of its U.S. hardware and biomaterials assets and the equity
interests in non-Debtor entities related to the Debtors’ hardware
business outside of the U.S. to Xtant Medical Holdings, Inc.
(“Xtant”) for $5.0 million. The sale will be effectuated through
the chapter 11 proceedings initiated by the Company and certain of
its subsidiaries, who elected to file voluntary petitions under
chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for
the Southern District of Texas, Houston Division.
As part of the chapter 11 proceedings, the
Company also filed a motion seeking authorization to pursue an
auction and sale process under section 363 of the U.S. Bankruptcy
Code pursuant to which Xtant will be designated as the stalking
horse bidder. The proposed sale process also encompasses the
Company’s other assets that are not the subject of the Asset
Purchase Agreement.
The Company has filed a series of motions with
the Bankruptcy Court seeking to ensure the continuation of normal
operations during this process. The Company believes that it has
sufficient liquidity to conduct its businesses in an uninterrupted
manner and fund the chapter 11 proceedings, including the sale of
its assets.
Additional information about this process and
the proposed asset sale, as well as other documents related to the
Chapter 11 proceedings, is available through the Company’s claims
agent Kroll Restructuring Administration LLC (“Kroll”), at
https://restructuring.ra.kroll.com/surgalign, or by calling the
toll-free hotline at +1 (833) 939-6015 or for calls originating
outside the U.S., by calling +1 (646) 440-4843. Inquiries can also
be sent directly to Kroll at surgaligninfo@ra.kroll.com.
White & Case LLP is serving as the Company’s
legal counsel, Alvarez & Marsal Securities, LLC is serving as
investment banker, and Alvarez & Marsal North America, LLC is
serving as financial advisor to the Company. For more information
about the sale process, interested parties should contact Alvarez
& Marsal Securities, LLC.
About Surgalign Holdings,
Inc.Surgalign Holdings, Inc. is a global medical
technology company committed to the promise of digital health to
drive transformation across the surgical landscape. Uniquely
aligned and resourced to advance the standard of care, the company
is building technologies physicians and other health providers will
look to for what is truly possible for their patients. Surgalign is
focused on developing solutions that predictably deliver superior
clinical and economic outcomes. Surgalign markets products
throughout the United States and in approximately 40 countries
worldwide through an expanding network of top independent
distributors. Surgalign is headquartered in Deerfield, IL, with
commercial, innovation and design centers in San Diego, CA, Warsaw
and Poznan, Poland, and Wurmlingen, Germany. Learn more at
www.surgalign.com and connect on LinkedIn and Twitter.
Forward Looking StatementThis
press release contains forward-looking statements based on
management’s current expectations, estimates and projections about
our industry, our management’s beliefs and certain assumptions made
by our management, and such forward-looking statements include
(among others) statements regarding anticipated future financial
and operating performance (including forecasted full-year revenue
and number of HOLO sites secured), product rationalization and
expense reduction initiatives and the results thereof, potential
third party financing and anticipated cash needs. Words such as
“anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” variations of such words and similar expressions are
intended to identify such forward-looking statements. The
forward-looking statements are not guarantees of future performance
and are based on certain assumptions including general economic
conditions, as well as those within the Company’s industry, and
numerous other factors and risks identified in the Company’s most
recent Form 10-K, 10-Q and other filings with the SEC. Our actual
results may differ materially from the anticipated results
reflected in these forward-looking statements. Important factors
that could cause actual results to differ materially from the
anticipated results reflected in these forward-looking statements
include risks and uncertainties relating to the following: (i) the
Company’s access to adequate operating cash flow, trade credit,
borrowed funds and equity capital to fund its operations and pay
its obligations as they become due, and the terms on which external
financing may be available, including the impact of adverse trends
or disruption in the global credit and equity markets; (ii) risks
relating to existing or potential litigation or regulatory actions;
(iii) the identification of control deficiencies, including
material weaknesses in internal control over financial reporting;
(iv) general worldwide economic conditions and related
uncertainties; (v) the continued impact of the COVID-19 and the
Company’s attempts at mitigation, particularly in international
markets served by the Company; (vi) the failure by the Company to
identify, develop and successfully implement its strategic
initiatives, particularly with respect to its digital surgery
strategy; (vii) the reliability of our supply chain; (viii) our
ability to meet obligations, including purchase minimums, under our
vendor and other agreements; (ix) whether or when the demand for
procedures involving our products will increase; (x) our financial
position and results, total revenue, product revenue, gross margin,
and operations; (xi) failure to realize, or unexpected costs in
seeking to realize, the expected benefits of the Holo Surgical Inc.
(“Holo Surgical”) and Inteneural Networks Inc. (“INN”)
acquisitions, including the failure of Holo Surgical’s and INN’s
products and services to be satisfactorily developed or achieve
applicable regulatory approvals or as a result of the failure to
commercialize and distribute its products; (xii) the failure to
effectively integrate Holo Surgical’s and INN’s operations with
those of the Company, including: retention of key personnel; the
effect on relationships with customers, suppliers, and other third
parties; and the diversion of management time and attention to the
integration; (xiii) the number of shares and amount of cash that
will be required in connection with any post-closing milestone
payments, including as a result of changes in the trading price of
the Company’s common stock and their effect on the amount of cash
needed by the Company to fund any post-closing milestone payments
in connection with the acquisitions; (xiv) the continuation of
recent quality issues with respect to our global supply chain; (xv)
the effect and timing of changes in laws or in governmental
regulations; and (xvi) other risks described in our public filings
with the SEC. These factors should be considered carefully, and
undue reliance should not be placed on the forward-looking
statements. Each forward-looking statement in this communication
speaks only as of the date of the particular statement. Copies of
the Company's SEC filings may be obtained by contacting the Company
or the SEC or by visiting Surgalign’s website at
http://www.surgalign.com/ or the SEC’s website at
http://www.sec.gov/. We undertake no obligation to update these
forward-looking statements except as may be required by law.
Investor and Media Relations Contact:Glenn
Wienergwiener@gwcco.com+1 917 887 8434
Surgalign (NASDAQ:SRGA)
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