The law firms of Avvocati Associati Franzosi Dal Negro Setti and Foley Hoag LLP recently assisted Italian health care company SOFAR S.p.A. in the acquisition of its surgical robotics division by medical device company TransEnterix (NYSE MKT: TRXC) in a cash and stock deal valued at up to approximately $100 million. The transaction, which includes SOFAR's TELELAP ALF-X robotic system for minimally invasive laparoscopic surgery, will enable TransEnterix to create a global surgical robotics company and address a larger market opportunity.
Under the terms of the agreement, SOFAR received $25M in cash and 15,543,413 shares of TRXC common stock with a value of $43.7M at the closing. The deal also provides for up to an additional $31.1M in cash based on the achievement of certain milestones post-closing.
The closing was held before the Italian public notary Lorenzo Stucchi of Milan.
The Avvocati Associati Franzosi Dal Negro Setti team assisting SOFAR consisted of attorneys Stefano Candela and Pasquale Di Mino working on corporate matters, and Vincenzo Piccarreta working on intellectual property matters.
The Foley Hoag team assisting SOFAR consisted of attorneys Alex Aber and Joseph Basile, who worked on the corporate aspects of the transaction; and Claire Laporte, who worked on intellectual property matters.
For the tax aspects, SOFAR was assisted by tax consultant Attilio Torracca of the Italian tax firm Studio Sala e Associati.
“Foley Hoag and Avvocati Associati Franzosi Dal Negro Setti worked together on this transaction from start to finish,” said Alex Aber. “This joint relationship with our legal counsel counterpart in Italy was beneficial to all parties involved, and we look forward to future collaborations.”
Headquartered in Milan, Italy, Sofar S.p.A, produces high quality pharmaceutical products, dietary supplements and medical devices. Its next generation multi-port robotic surgical system, TELELAP ALF-X, brings the advantages of robotic surgery to patients while enabling surgeons with innovative new technology such as eye tracking and haptics. Utilizing reusable instruments, the system will allow hospitals to offer the most advanced technology with low operational costs. The ALF-X is not available for sale in the U.S.
Based in Research Park Triangle, N.C., TransEnterix is a medical device company that is pioneering the use of robotics to improve minimally invasive surgery by addressing the economic and clinical challenges associated with current laparoscopic and robotic options. The company is focused on the development and commercialization of the SurgiBot™ System, a robotically enhanced laparoscopic surgical platform not yet available for sale in any market that allows the surgeon to be patient-side within the sterile field.