Trisalus Life Sciences Inc. entered into a definitive merger agreement to acquire MedTech Acquisition Corporation from Medtech Acquisition Sponsor LLC, Magnetar Financial LLC and others for $220 million in a reverse merger transaction.
The transaction is subject to the satisfaction of the necessary regulatory approvals, the Nasdaq Stock Market approves for listing the Common Stock to be issued in connection with the Business Combination, MTAC has $5,000,001 or more in net tangible assets at the Closing, all applicable waiting periods under the HSR Act shall have expired or been terminated, the Registration Statement shall have been declared effective and customary closing conditions, including the approval of MedTech's and TriSalus shareholders. The pending merger has been unanimously approved by the Boards of Directors of both TriSalus and MedTech. As on December 7, 2022, MTAC adjourned special meetings of stockholders from December 7, 2022 to December 12, 2022. MTAC intends to file a registration statement on Form S-4 that will include a proxy statement/prospectus of MTAC, that will be both the proxy statement to be distributed to holders of MTAC's common stock in connection with its solicitation of proxies for the vote by MTAC's stockholders with respect to the Business Combination. The special meeting of stockholders of MedTech will be held on June 12, 2023, under which stockholder are to consider and vote upon Extension Amendment Proposal which proposes to extend the date by which MTAC has to consummate the business combination to September 30, 2023 in order to provide MTAC more time to consummate the TriSalus Business Combination. The deal is expected to close in the first quarter of 2023. As of February 16, 2023, transaction is expected to occur in the second quarter of 2023. At the completion of the transaction, the company expects to have at least $60 million in cash, assuming significant redemptions.
Rama Padmanabhan and Matt Browne of Cooley LLP is acting as legal counsel to TriSalus. Raymond James is acting as exclusive financial advisor to MedTech and as the sole placement agent on the convertible offering, and Paul Hastings LLP is serving as legal counsel to the placement agent. Kevin Shuler of Foley & Lardner LLP is acting as legal counsel to MedTech. Continental Stock Transfer & Trust Company acted as transfer agent to MedTech. Morrow & Co., LLC acted as proxy solicitor to MedTech. Ernst & Young LLP acted as accountant and due diligence provider to MedTech. Raymond James & Associates, Inc. and Foley & Lardner LLP acted as due diligence provider to MedTech. MTAC has agreed to pay Morrow Sodali LLC a fee of $25,000. In consideration for its services as MTAC's investment banking advisor and its services as placement agent, Raymond James will be entitled to receive an aggregate of up to $4.5 million of fees from MTAC.