Acquisition to Accelerate Medtronic's Strategy to Transform Spinal Procedures and Improve Outcomes Through Fully-Integrated Surgical Solutions

Medtronic plc, a global leader in medical technology, and Mazor Robotics, a pioneer in the field of robotic guidance systems, today announced that Medtronic will acquire all outstanding ordinary shares of Mazor for $58.50 per American Depository Share, or $29.25 per ordinary share, in cash, for a total of approximately $1.64 billion, or $1.34 billion net of Medtronic's existing stake in Mazor and cash acquired. The boards of directors of both companies have unanimously approved the transaction.



Medtronic's acquisition of Mazor strengthens Medtronic's position as a global leader in enabling technologies for spine surgery, and drives Mazor Robotics' vision to bring its core technology to the forefront of the global market.

Mazor's proprietary core platform technology, including the Mazor X Robotic Guidance System, and the Renaissance transforming spinal surgery from freehand procedures to accurate, state-of-the-art, guided procedures. By combining Medtronic's market-leading spine implants, navigation, and intra-operative imaging technology with Mazor's robotic-assisted surgery (RAS) systems, Medtronic intends to offer a fully-integrated procedural solution for surgical planning, execution and confirmation. The companies plan to showcase this technology integration at the upcoming NASS (North American Spine Society) 2018 Annual Meeting in Los Angeles.



"We believe robotic-assisted procedures are the future of spine surgery, enhancing surgeons' abilities to perform complex procedures with greater precision, consistency and control. Medtronic is committed to accelerating the adoption of robotic-assisted surgery and transforming spine care through procedural solutions that integrate implants, biologics and enabling technologies," said Geoff Martha, executive vice president and president of the Restorative Therapies Group at Medtronic. "The acquisition of Mazor adds robotic-assisted guidance systems to our expanding portfolio of enabling technologies, and we intend to further cultivate Mazor's legacy of innovation in surgical robotics with the site and team in Israel as a base for future growth."



This transaction builds on a relationship originated in May 2016 under a multi-phased strategic and equity investment agreement between Medtronic and Mazor. In August 2017, Medtronic expanded the partnership to become the exclusive worldwide distributor of the Mazor X system, leading to the successful installation of more than 80 Mazor X systems since launch. With today's announcement bringing the two companies together, Medtronic aims to accelerate the advancement and adoption of RAS in spine to the benefit of patients, providers, and the healthcare system more broadly.



"Today is a historic day for spine surgery and a defining event in the market's evolution, and I want to acknowledge and thank all of those whose contribution and faith have been so critical and impactful to our success," said Ori Hadomi, CEO of Mazor Robotics. "The Mazor team and product portfolio's full integration into Medtronic will maximize our impact globally through Medtronic's channels, advance our systems' leadership position in the marketplace, and drive the realization of our vision to heal through innovation."



The acquisition is expected to close during Medtronic's third fiscal quarter ending January 25, 2019, subject to the satisfaction of customary closing conditions including receipt of regulatory clearances and approval by Mazor's shareholders. The transaction is expected to be modestly dilutive to Medtronic's fiscal 2019 adjusted earnings per share, but given the current strength of Medtronic's business, the company expects to absorb the dilution.



Consistent with its long-term financial objectives, Medtronic projects the acquisition to generate a double-digit return on invested capital (ROIC) by year four, with an increasing contribution thereafter.



Medtronic's financial advisors for the transaction are Perella Weinberg Partners LP and Goldman Sachs. Mazor's financial advisor are J.P. Morgan Securities LLC and Duff & Phelps LLC.