Asensus Surgical, , a global leader of innovative digital solutions for the operating room, today announced that it has entered into a definitive merger agreement (the “Merger Agreement”) with KARL STORZ Endoscopy-America, Inc. ("KARL STORZ"), a wholly owned direct subsidiary of KARL STORZ SE & Co. KG, an independent, family-owned global medical technology company. Under the Merger Agreement, KARL STORZ will acquire all of the outstanding shares of Asensus Surgical for $0.35 per share in cash (the “Merger”). The purchase price represents a premium of approximately 67% based on the per share closing price of the Asensus common stock on the NYSE American on April 2, 2024 (the date prior to announcement of a potential transaction), and a premium of approximately 52% to the closing price of the common stock on the last trading day prior to the date of this announcement. The transaction has been unanimously approved by Asensus’ Board of Directors.

"We are pleased to have reached this agreement with KARL STORZ, which we believe maximizes value for our stockholders,” said Anthony Fernando, Asensus Surgical President and CEO. “This transaction is a testament to the value of our innovative robotic and digital technology, intellectual property, and the hard work of our talented team. We are excited to enter the next chapter for Asensus with KARL STORZ, which will allow us to continue to develop and deliver precise, safer, predictable surgery and digital tools to patients and surgeons around the world."

The transaction would enhance KARL STORZ’s portfolio and market presence, strengthening KARL STORZ’s position in the growing robotic surgical market, particularly with the development of the next generation LUNA system.

Asensus Surgical will work expeditiously to secure stockholder approval of the transaction and to close the transaction in accordance with the terms of the Merger Agreement. The transaction is anticipated to close during the third quarter of 2024, subject to customary closing conditions, including receipt of approval from the Asensus stockholders. Upon completion of the transaction, Asensus Surgical will become a subsidiary of KARL STORZ Endoscopy-America and will no longer be publicly listed or traded on the NYSE American Exchange.

Jefferies LLC served as financial advisor to Asensus Surgical, and Ballard Spahr LLP served as legal counsel to Asensus Surgical. UBS Investment Bank served as financial advisor to KARL STORZ, and Ropes & Gray LLP served as legal counsel to KARL STORZ.