SafeStitch Medical Announces Definitive Agreement to Merge with TransEnterix

SafeStitch Medical, Inc. (OTCBB: SFES), today announced that it has entered into a definitive agreement to merge with TransEnterix, Inc., a privately-held, medical device company with advanced technology in the use of flexible devices and robotics for minimally invasive surgery.

Commenting on the merger, Dr. Jane Hsiao, Chairwoman of SafeStitch Medical stated, “We are excited about the breadth of the management team of TransEnterix. There are compelling advantages to innovative flexible technologies and robotics for less invasive surgical interventions, such as our proprietary trans-oral device. This merger will provide greater resources to help bring the pipeline products of the combined company to market and offer our shareholders an excellent opportunity to realize significant value of their investment.”

Todd M. Pope, the existing Chief Executive Officer of TransEnterix, will become the Chief Executive Officer and a Director of the combined company. Paul LaViolette, the current Chairman of TransEnterix, will serve as Chairman of the combined company’s Board of Directors. Dr. Jane Hsiao, the current Chairwoman of SafeStitch Medical will remain a Director, and Dr. Phillip Frost, Chief Executive Officer and Chairman of OPKO Health, Inc. will join as a Director.

Mr. Pope echoed the comments, “We believe this merger will significantly enhance our ability to bring our innovative robotic surgery platform to market. Drs. Frost and Hsiao have a proven track record of driving healthcare innovation while creating significant value for shareholders. We expect the company will be at the forefront of advancements in minimally invasive surgery.”

Under the terms of the merger agreement, current shareholders of SafeStitch Medical and TransEnterix will own approximately 35% and 65% of the combined company, respectively. The Merger is expected to close in the 2013 third quarter, and is subject to customary conditions to closing as detailed in the Merger Agreement. The structure of the transaction will be in the form of a reverse triangular merger with SafeStitch Medical as the surviving corporation and will now be headquartered in the Research Triangle, North Carolina. The combined company will continue to trade on the OTCBB under the symbol SFES initially.

Perella Weinberg Partners is acting as financial advisor and Wilson Sonsini Goodrich & Rosati is acting as legal counsel to TransEnterix. Cassel Salpeter is acting as financial advisor and Greenberg Traurig is acting as legal counsel to SafeStitch Medical.

About SafeStitch Medical

Miami, Florida-based SafeStitch Medical, Inc. is a publicly traded medical device company founded in 2006. Our mission is to develop and market the best in class disposable medical devices to advance minimally invasive surgery for hernia repair, treatment of obesity and other gastroesophageal disorders. SafeStitch Medical has developed and obtained FDA approval to market the AMID Hernia Fixation Device (HFD) for both inguinal and ventral hernia repairs. The AMID HFD allows for faster mesh manipulation, mesh fixation and skin closure.

About TransEnterix

TransEnterix is a development stage medical device company that is pioneering the use of flexible instruments and robotics to improve how minimally invasive surgery is performed. TransEnterix is focused on the development and commercialization of a novel robotic-assisted surgical system.

This press release contains “forward-looking statements,” as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as “expects,” “plans,” “projects,” “will,” “may,” “anticipate,” “believes,” “should,” “intends,” “estimates,” and other words of similar meaning, including statements regarding our product development and commercialization efforts, benefits of combining TransEnterix and SafeStich Medical, expectations for closing the merger, and our ability to significantly improve clinical outcomes in patients, as well as other non-historical statements about our expectations, beliefs or intentions regarding our business, technologies and products, financial condition, strategies or prospects. Many factors, including those described herein and in our filings with the SEC, could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These factors include, but are not limited to: whether the merger between SafeStitch Medical and TransEnterix will be successful; whether the merger will provide greater resources to help bring the combined company’s pipeline of products, including TransEnterix’s robotic surgery platform, to market; whether the merger will provide shareholders with an excellent opportunity to realize significant value in their investment; whether Drs. Frost and Hsiao’s track record of providing healthcare innovation will create significant value for shareholders and whether that combined company will be at the forefront of advancements in minimally invasive surgery. The forward-looking statements contained in this press release speak only as of the date the statements were made, and we do not undertake any obligation to update forward-looking statements, except as required under applicable law. We intend that all forward-looking statements be subject to the safe-harbor provisions of the PSLRA.

Florida Bank’s Effort to Make Itself ‘Pristine’ Pays Off

To view the original article click here.

By Robert Barba
August 8, 2013

John Tranter knew he had a rare gem. But no one was shopping for gems during the financial crisis, so he decided his time was best spent really polishing it up.

The move paid off. In the week since his bank, Gulfstream Bancshares, announced it would sell itself for $77 million to CenterState Banks (CSFL), the transaction has been the buzz of their home state of Florida.

CenterState’s stock has risen 10% since the announcement. Meanwhile, the deal price of nearly 1.5 times Gulfstream’s tangible book value has probably renewed the M&A hopes of sound banks in the Southeast that, like Gulfstream, kept getting passed over as buyers sought bargains for the dented, damaged and distressed.

“To me, this is truly the first healthy-bank deal in Florida in five or six years, where you have a healthy buyer buying a healthy target — and they are paying a decent premium for it,” says Brady Gailey, an analyst at Keefe, Bruyette & Woods. “There are a lot of small, healthy banks in Florida, but I think they and the buyers have been skeptical about trying to get out and do a deal. With the market rewarding this deal the way it is, I think it could lead to more healthy-bank M&A in Florida.”

With credit quality being the banner issue in Florida, one of Stuart-based Gulfstream’s most distinct features is its asset quality. At the end of the first quarter, noncurrent loans made up 1.12% of the bank’s total loans. While the state’s 203 banks had an average noncurrent ratio of 5.32%, 54 banks had a ratio equal to or less than 1.5%, according to data from BankDATAWORKS, a Chicago bank-analytics firm.

Gulfstream sought to be a rebel from its inception. Tranter said that he and his colleagues are mostly former Barnett Bank employees, but as Gulfstream was forming in 1998 they made a concerted effort to be different.

“Barnett was all things to all people, but as we were putting the concept together I thought you probably have a better chance of long-term profitability by focusing on a few things,” Tranter says. “It took longer to grow and took more focus, but it was great once we got critical mass.”

The bank focuses on small businesses, entrepreneurs, professional businesses and affluent investors. The $572 million-asset company’s loan portfolio is 27% commercial and industrial, and 75% of its commercial real estate is owner-occupied.

Meanwhile, nearly 40% of its deposits are demand accounts. That percentage “is high in any market,” says Michael Rose, an analyst at Raymond James, the investment bank that is representing Davenport-based Center State in the deal. “That is approaching Texas bank levels.”

The decision to sell was largely based on a desire to have liquidity, Tranter says. “We are 15 years old, and the traditional de novo tends to do a liquidity event much sooner than that,” Tranter says.

M&A in Florida was hot in the years before the downturn, but Tranter says he was busy focusing on expanding south into Palm Beach County, not selling the bank. Then the downturn hit, and nearly 70 banks failed in Florida. Even though the pace of failures has slowed considerably, last week regulators seized a bank in Florida. Traditional M&A all but dried up, largely because of skepticism about credit marks.

“It was like trying to catch a falling knife,” says Jim Cassel of Cassel Salpeter, an investment bank in Miami.

Unable to control the larger economy, Tranter says he decided to get the bank in the best shape it could. It increased its loss allowance for noncurrent loans to at least 200%, and it aimed to build its capital ratios to twice the regulatory minimums for well-capitalized institutions through retained earnings. If it could clear up any questions surrounding

capital and credit, his theory went, potential buyers could focus on strengths like its average deposits of $120 million at its four branches.

“We wanted our metrics to be pristine,” Tranter says. “My goal was to have a deliverable book that was visible. Our earnings visibility is as good as ever. A buyer wouldn’t have to mess around with provision or our efficiency.”

Scott Salpeter, President at Cassel Salpeter & Co., LLC

To view original article click here.

By admin 
August 15, 2013

IBISWorld caught up with Scott Salpeter, President at Cassel Salpeter & Co., LLC , to find out firsthand what’s going on with the investment banking industry.

IW: What challenge do you and your company face right now?

SS: Keeping up with the speed of knowledge creation and information dissemination across a broad range of industries.

IW: How does IBISWorld help you overcome this challenge?

SS: IBISWorld is an important tool in providing timely, useful and concise data and information for our analysts to quickly come up to speed on a subject.

IW: What do you foresee happening in your industry within the next year?

SS: Investment banking, like most service professions, continues to become more crowded and it has become harder to differentiate oneself.

IW: Tell us something interesting about yourself:

SS: You may be surprised to learn that I am an avid hockey fan and Florida Panther season ticketholder since day one of the franchise.   

Cassel Salpeter & Co., LLC is a middle market investment banking firm focused on providing independent and objective advice to middle market and emerging growth companies.  Thier investment banking and advisory services include broad capabilities for both private and public companies, including: mergers and acquisitions; restructurings, including 363 sales and plans of reorganization; equity and debt capital raises; fairness and solvency opinions; valuations; and financial and strategic advisory.

Their senior partners are personally involved at every stage of all assignments.  Their success is based on unbiased advice, understanding each client’s business objectives, providing value added services, and our extensive relationships and expertise.  They have forged relationships and executed transactions, both nationally and internationally.

Headquartered in Miami, Florida, Cassel Salpeter is led by James Cassel and Scott Salpeter.  Member FINRA and SIPC.

InteliCoat Has been acquired by Exopack Holding Corp.

  • Background:  Headquartered in South Hadley, Massachusetts, InteliCoat develops and markets high-performance imaging products, custom coatings, and laminates, offering digital imaging substrates; fine art and photo media products; digital fine art media products; ink jet media products for the reprographics market; and ink jet proofing media products.
  • Cassel Salpeter:
    • Served as financial advisor to the Company
    • Ran a competitive sales process, identifying and contacting over 50 strategic and financial parties
  • Challenges:
    • Deteriorating economics and declining industry dynamics
    • Changing business model created legacy liabilities with respect to prior manufacturing facilities and lease obligations
  • Outcome: In August 2013, InteliCoat Technologies Digital Imaging Holdco, Inc., an affiliate of Sun Capital Partners, Inc., was sold to Exopack Holding Corp., an industry leader in precision-coated papers, films, and specialty substrates, based in Spartanburg, SC.