Intuitive Surgical and Computer Motion Close Merger; Intuitive Surgical Completes Reverse Stock Split.Business Editors SUNNYVALE, Calif.--(BUSINESS WIRE)--June 30, 2003 Intuitive Surgical, Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : ISRG ISRG Independent Space Research Group ISRG Independent Safety Review Group ), the leader in operative surgical robotics, today announced that it has completed its merger with Computer Motion. Stockholders of both Intuitive Surgical and Computer Motion approved the merger in stockholder meetings held earlier today. In connection with the closing of the merger, each outstanding share of Computer Motion common stock was converted into the right to receive 0.51426943 shares of Intuitive Surgical common stock, without giving effect to the reverse stock split described below. Former stockholders of Computer Motion will receive written instructions from Intuitive Surgical's exchange agent regarding how to exchange their Computer Motion stock certificates for Intuitive Surgical stock certificates. As the acquiring company, Intuitive will continue to do business as Intuitive Surgical, Inc. and will continue to trade on the Nasdaq National Market under the symbol ISRG. Commenting on the completion of the merger, Lonnie Smith, President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Intuitive Surgical, said "We are pleased with the companies' ability to bring this merger to a swift closure and we very much look forward to our future as a combined company. This merger combines the intellectual property of the two companies, eliminates costly patent disputes, and enables our combined resources to focus on developing and growing robotics in minimally invasive surgery minimally invasive surgery Laparoscopic surgery, see there. See Laparoscopic cholecystectomy. and delivering significant clinical benefits and value to patients, surgeons, and medical centers throughout the world." Intuitive Surgical also announced that it has completed a 1-for-2 reverse split of its common stock. Intuitive Surgical's common stock will trade on a post-reverse split basis commencing July 1, 2003. In accordance with applicable Nasdaq rules, a "D" will be appended to Intuitive Surgical's ticker symbol Ticker Symbol An arrangement of characters (usually letters) representing a particular security listed on an exchange or otherwise traded publicly. When a company issues securities to the public marketplace, it selects an available ticker symbol for its securities which investors for 20 trading days. The number of shares of Intuitive Surgical common stock to be received by the former stockholders of Computer Motion in connection with the merger will be appropriately adjusted to give effect to the reverse stock split. About the Company's Products Intuitive's da Vinci da Vinci Surgery A surgical robot for performing certain surgeries–eg, mitral valve repair and laparoscopic procedures–eg, cholecystectomy and gastric ulcer repair. See Laparoscopic surgery, Robotics, Surgical robot. (R) Surgical System consists of a surgeon's viewing and control console having an integrated, high-performance InSite(R) 3-D vision system, a patient-side cart consisting of three robotic arms that position and precisely maneuver endoscopic en·do·scope n. An instrument for examining visually the interior of a bodily canal or a hollow organ such as the colon, bladder, or stomach. en instruments and an endoscope endoscope, any instrument used to look inside the body. Usually consisting of a fiber-optic tube attached to a viewing device, endoscopes are used to explore and biopsy such areas as the colon and the bronchi of the lungs. , and a variety of articulating EndoWrist(R) Instruments. By integrating computer-enhanced technology with surgeons' technical skills, Intuitive believes that its System enables surgeons to perform better surgery in a manner never before experienced. The da Vinci Surgical System The da Vinci surgical system made by Intuitive Surgical is the only robotic surgical system currently on the market. It is most commonly used for prostatectomies and cardiac valve replacement operations, but can be used for any abdominal or thoracic operation. seamlessly and directly translates the surgeon's natural hand, wrist and finger movements on instrument controls at the surgeon's console outside the patient's body into corresponding micro-movements of the instrument tips positioned inside the patient through small puncture incisions, or ports. After closing the merger, the company will also market Computer Motion's products including the ZEUS(R) Surgical System and accessories for minimally invasive surgery, the HERMES(R) Control Center, a centralized system that enables the surgeon to voice control a network of "smart" medical devices, the AESOP Aesop (ē`səp, ē`sŏp), legendary Greek fabulist. According to Herodotus, he was a slave who lived in Samos in the 6th cent. B.C. and eventually was freed by his master. (R) Robotic Endoscope Positioner, and the SOCRATES Socrates (sŏk`rətēz), 469–399 B.C., Greek philosopher of Athens. Famous for his view of philosophy as a pursuit proper and necessary to all intelligent men, he is one of the great examples of a man who lived by his principles even (TM) Telecollaboration System. www.intuitivesurgical.com www.computermotion.com This news release contains forward-looking statements within the meaning of the "safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. " provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995, including statements about future financial and operating results and Intuitive Surgical's merger with Computer Motion. You can identify these forward-looking statements when you see us using words such as "intends," "expects," "anticipates," "estimates" and other similar expressions. These statements are based on current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements. Actual results could differ materially from those expressed or implied in any forward-looking statements as a result of certain risks and uncertainties, including, without limitation, competition and market acceptance of products; ability to obtain regulatory approvals and third-party reimbursements; ability to raise additional capital; ability of Intuitive Surgical and Computer Motion to successfully execute their integration strategies, or achieve planned synergies; and other factors described in the Securities and Exchange Commission reports filed by Intuitive Surgical, including its most recent filings on Form 10-K and Form 10-Q. Intuitive Surgical undertakes no obligation to publicly update any forward-looking statements for any reason, even if new information becomes available or other events occur in the future. |
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