Medtronic buys Mazor Robotics in $1.6 Billion Deal

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Medtronic Plc agreed to buy the shares it doesn’t already own in Mazor Robotics Ltd. in a deal valuing the company at $1.6 billion, as the medical equipment giant expands its leadership in the market for spinal surgery.

Medtronic agreed to pay $58.50 per American depositary share, the companies said in a statement. That’s an 11 percent premium over the closing price in New York, but far below a peak of almost $75 reached in March. Excluding Medtronic’s existing investment and Mazor’s cash on hand, it will pay $1.3 billion. Medtronic previously held an 11 percent stake, according to Bloomberg data.

The deal is an effort by Medtronic to hasten the move toward guided, robotic procedures. It builds on an earlier agreement between the two companies, which included Medtronic taking a stake in Mazor and serving as the sole distributor of the robotic company’s Mazor X system.

“Over the past two years it’s become clear to us that enabling technology like this is the future,” Geoff Martha, president of Medtronic’s Restorative Therapies Group, said in a phone interview. “It improves outcomes in spinal surgery and reduces the variability. Once we realized this is clearly the future, we knew we had to integrate all this technology.”

The deal, which was approved by both boards and is expected to close in Medtronic’s third quarter, will dilute the company’s earnings in fiscal 2019, though Medtronic won’t reduce its forecasts for the year because of the purchase, Martha said. The acquisition will add to earnings in fiscal 2020, he said.

Medtronic Chief Executive Officer Omar Ishrak said in an interview that the company was ready to get back into dealmaking. Medtronic’s last major acquisition was the $42 billion purchase of Covidien Plc in January 2015, a transaction that moved the corporate address to Ireland and helped save on taxes.

Medtronic agreed to take an equity stake of up to 15 percent in Mazor in 2016 and help promote the system it pioneered for using robotics in spinal surgery. It subsequently raised its stake and signed an agreement in 2017 to be the sold distributor of the Mazor X, cementing the relationship.

Mazor CEO Ori Hadomi was questioned by Israel Securities Authority in connection with an investigation into possible insider trading based on the company’s relationship with Medtronic last year. That investigation is still under way, and unrelated to Medtronic’s offer, Martha said.

“We are aware of the issue, it’s an ongoing investigation,” he said. “It doesn’t have anything to do with Medtronic or the business.”

The orthopedic industry is likely at a tipping point with robotic surgery, Bloomberg Intelligence analyst Jason McGorman wrote in January, as clinical data are improving dramatically and companies are launching new technologies.

Medtronic and Mazor Robotics will unveil their new Mazor X system at the North American Spine Society conference, McGorman wrote. The system, which identifies spine abnormalities and creates a patient-specific surgical implant, could position Medtronic to compete better with rival Globus Medical Inc., he said.

However, Mazor still hasn’t fully recovered from a record drop in its shares after second-quarter earnings and revenue failed to meet expectations. The company’s newest robotic system isn’t expected to significantly boost sales until next year, analysts said at the time.

Perella Weinberg Partners LP and Goldman Sachs Group Inc. were Medtronic’s financial advisers. Mazor’s financial advisers were JPMorgan Chase & Co. and Duff & Phelps LLC.

Bloomberg News