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Dextera Surgical Files for Chapter 11 Bankruptcy and Signs Asset Purchase Agreement With Aesculap, Inc.

REDWOOD CITY, Calif.--(BUSINESS WIRE)--Dec. 12, 2017-- Dextera Surgical Inc. (Nasdaq: DXTR), a company developing and commercializing the MicroCutter 5/80™ Stapler, today announced that it has filed for voluntary Chapter 11 bankruptcy protection. Concurrently, Dextera Surgical entered into an asset purchase agreement with Aesculap, Inc, an affiliate of B. Braun Group, for approximately $17.3 million.

“We have conducted an extensive assessment of all strategic options for our business, and at this time, we believe it is in the best interest of our shareholders and all stakeholders to proceed with a sale of our assets,” said Julian Nikolchev, president and CEO of Dextera Surgical Inc. “The agreement with Aesculap will serve as a “stalking horse” bid in a court-supervised auction of our assets. We believe this process will continue our mission of keeping our innovative surgical stapling platform and cardiac anastomosis products in the hands of surgeons who understand the promise of our products and technology.”

The voluntary Chapter 11 petition was filed in the United States Bankruptcy Court for the District of Delaware. The sale process will be conducted pursuant to section 363 of the U.S. Bankruptcy Code and is designed to achieve the highest or best offer for Dextera’s assets. The company will continue to operate during this bidding process, which is expected to be completed in 45 to 60 days. The agreement with Aesculap sets the minimum acceptable bid for the company’s assets, and is subject to Bankruptcy Court approval and certain other conditions. The proposed bidding procedures, if approved by the Court, would require interested parties to submit competitive binding offers to acquire the company’s assets and such parties could include strategic and financial bidders. Assuming qualified bids are submitted, an auction would then be held. A final sale approval hearing is anticipated to take place shortly after the auction with the anticipated closing to occur by early 2018, and Dextera expects that substantially all of its assets will be sold pursuant to this process.

Dextera has negotiated with Aesculap for debtor-in-possession (DIP) financing to ensure that it has sufficient liquidity to conduct its business uninterrupted and continue to meet its operational financial obligations, including, subject to expected bankruptcy court approval: the timely payment of future employee wages and salaries, as well as maintain benefits; continued servicing of distributors to ensure timely fulfillment of orders and shipments; and other obligations to surgeons and customers.

Additional information about this process and proposed asset sale, as well as court filings and other documents related to the reorganization proceedings, is available through Dextera's claims agent, Rust/Omni at http://www.omnimgt.com/dextera or (212) 302-3580.

Dextera Surgical has retained Cooley LLP as special corporate counsel, Saul Ewing Arnstein & Lehr LLP as its bankruptcy counsel and JMP Securities as its financial advisor.

Conference Call Details

To access the live conference call today at 9:00 a.m. Eastern Time via phone, please dial 844-419-1785 from the United States and Canada or 216-562-0472. The conference ID is 9355489. Please dial in approximately 10 minutes prior to the start of the call. A telephone replay will be available beginning approximately four hours after the call through December 19, 2017, and may be accessed by dialing 855-859-2056 from the United States and Canada or 404-537-3406 internationally. The replay passcode is 9355489.

To access the live and subsequently archived webcast of the conference call, go to the Investor Relations section of the company’s website at ir.dexterasurgical.com. Please connect to the website at least 15 minutes prior to the presentation to allow for any necessary software downloads.

The webcast is also being distributed through the Thomson StreetEvents Network. Institutional investors can access the call via Thomson StreetEvents at www.streetevents.com, a password-protected event management site.

About Dextera Surgical

Dextera Surgical designs and manufactures proprietary stapling devices for minimally invasive surgical procedures. In the U.S., surgical staplers are routinely used in more than one million minimally invasive laparoscopic, video-assisted or robotic-assisted surgical procedures annually.

Dextera Surgical also markets the only automated anastomosis devices for coronary artery bypass graft (CABG) surgery on the market today: the C-Port® Distal Anastomosis Systems and PAS-Port® Proximal Anastomosis System. These products, sold by Dextera Surgical under the Cardica brand name, have demonstrated long-term reliable clinical performance for more than a decade.

Forward-Looking Statements

The statements in this press release regarding the agreement with Aesculap serving as a “stalking horse” bid in a court-supervised auction of Dextera Surgical’s assets, that this will be the minimum bid offered for the assets, that the bankruptcy process will continue Dextera Surgical’s mission, and all statements regarding expectations regarding the conduct of the sale process, including the expected timing of the completion thereof, the expectations regarding the DIP financing, and that Dextera Surgical expects that substantially all of its assets will be sold pursuant to this process are "forward-looking statements." There are a number of important factors that could cause Dextera Surgical’s results to differ materially from those indicated by these forward-looking statements, including the risks that the conditions to close the sale of assets will not be met, in which case the sale of the assets may not occur, the risk that the DIP financing will not be completed as contemplated, risks inherent with bankruptcy processes and other risks detailed from time to time in Dextera Surgical’s reports filed with the U.S. Securities and Exchange Commission, including its Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, under the caption “Risk Factors.” Dextera Surgical expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein. You are encouraged to read Dextera Surgical’s reports filed with the U.S. Securities and Exchange Commission, available at www.sec.gov.

Source: Dextera Surgical Inc.

Dextera Surgical Inc.
Bob Newell, 650-331-7133
Vice President, Finance and Chief Financial Officer
investors@dexterasurgical.com