Surgalign Holdings Announces Agreement to Acquire Holo Surgical and its ARAI Digital Surgery Platform for $30M in Cash Plus 6.25M shares of Common Stock

Surgalign Holdings, Inc. (NASDAQ:SRGA) today announces that it has entered into a definitive agreement to acquire Holo Surgical Inc., (‘Holosurgical'), a Chicago-based private technology company developing the revolutionary Augmented Reality and Artificial Intelligence platform (‘ARAI™'), to enable digital spine surgery. Total consideration for the transaction is valued at up to $125 million, consisting of consideration valued at $42 million payable at closing in cash and shares plus potential future milestone payments. The transaction is expected to close during the fourth quarter of 2020, subject to customary closing conditions. Holosurgical is developing and preparing for regulatory submission the ARAI™ platform, which the parties believe is the world's first and most advanced technology designed to automatically segment, identify, and recognize patient anatomy for autonomously assisting the surgeon throughout the case. This system was granted patents as an intelligent anatomical mapping technology designed to assist surgeons by allowing them to remain in safe anatomical zones, and enhancing surgical performance to facilitate improved patient outcomes. The ARAI surgical navigation technology is designed to turn today's "dumb" surgical tools into tomorrow's "smart" surgical instruments. Holosurgical was founded in 2015 by virtual and augmented reality expert Prof. Cristian Luciano, PhD, and spine surgeon Dr. Kris Siemionow, MD, PhD, and in 2016 joined by Prof. Paul Lewicki, PhD, a pioneer in artificial intelligence. "We are very excited about bringing the innovative surgical platform and world-class team from Holosurgical into our organization," said Terry Rich, President and Chief Executive Officer of Surgalign Holdings. "A foundational thesis at Surgalign is that digital surgery will enable the next wave of innovation in spine surgery. We wanted to find a partner who was developing truly novel digital technologies that could transform the way spine surgery is performed and support clinical research to demonstrate improved patient outcomes. We believe that with Holosurgical's ARAI platform in combination with our ongoing research and development efforts, we will have positioned ourselves as a leading digital surgical company in spine." Mr. Rich continued, "In addition to the advanced technology platform, we are thrilled to be adding such a high-caliber team of thought leaders in digital surgery, artificial intelligence, and machine learning. As we look to develop innovative technologies to enable advanced digital surgery, we believe we will benefit from the experience and expertise of the Holosurgical team." "We are thrilled to be joining Surgalign as they seek to revolutionize the way spine surgery is performed and improve patient outcomes," said Dr. Kris Siemionow, MD, PhD Chief Executive Officer of Holosurgical. "We have a shared vision for what surgery can and should be. With Surgalign's focus on continued innovation and their well-established commercial infrastructure, we believe that together we can bring truly advanced digital surgery to hospitals, surgeons, and patients worldwide." Strategic Rationale Establishes our commitment to digital surgery. Surgalign's strategy includes a commitment to digital surgery. By acquiring the Holosurgical platform technology with its thought leading management team, the Company believes it is adding a principal component of our strategic agenda. Provides a highly differentiated technology. An essential premise of Surgalign's inorganic strategy is "differentiation," which will allow the Company to engage surgeons, distribution partners, hospitals and outpatient settings with unique solutions. We believe Holosurgical technology leapfrogs any navigation or robotic system currently on the market. Serves as a catalyst to drive new revenue streams. By offering a digital surgical platform, Surgalign intends to accelerate revenue growth and allow for pull through of implants and create new revenue streams through the sale and service of the platform. Enables improved patient outcomes. Surgalign's primary goal is bringing products to the market that improve surgical outcomes. Surgalign believes the ARAI platform helps surgeons provide patient-specific solutions with advanced artificial intelligence based autonomous pre-operative and intra-operative capabilities, allowing them to perform better surgery and avoid many common complications. Transaction Overview Under the terms of the agreement, at the closing of the transaction, Surgalign will pay $30 million in cash and issue 6.25 million shares of Surgalign common stock which are valued at approximately $12 million, based on the volume-weighted average trading price of Surgalign's shares of common stock during the five trading days ended September 25, 2020. In addition, further consideration of up to $83 million may be paid in stock and cash upon achievement of certain regulatory, developmental and commercial milestones. The closing cash payment will be funded through existing cash on the balance sheet. The transaction is expected to close in the fourth quarter, subject to the expiration or early termination of the waiting period under the Hart–Scott–Rodino Antitrust Improvements Act of 1976 and other customary closing conditions.