Titan Announces Merger Agreement with Conavi - Seite 2

“This merger is the result of a thoughtful and careful review of strategic options and reflects the continued commitment of our management team and Board of Directors to deliver value to shareholders,” commented Paul Cataford, Titan’s Interim CEO and Board Chair. “Conavi is an exciting commercial-stage company with groundbreaking technology and an accomplished management team. We are confident in their ability to continue to drive adoption of the Novasight Hybrid System.”

Transaction Highlights

Provided the Transaction is completed in accordance with the provisions of the Amalgamation Agreement (see “Conditions to Completion of the Transaction Below”), the following benefits are anticipated for the combined entity (the “Combined Entity”):

• Strong Balance Sheet (as a result of a concurrent financing) with institutional investor support;
• Established product development and manufacturing capability;
• Proven product being commercialized in the coronary imaging space;
• A large and diverse market opportunity addressed with a proprietary product offering which provides patient benefit and a sustainable economic value proposition to users; and
• Increasing market traction and key opinion leader engagement.
  
  

Amalgamation Agreement Background

The journey to this announcement started over 15 months ago, when Titan announced the commencement of a strategic review process and the engagement of Raymond James Ltd. (“Raymond James”) as financial advisor. With limited cash resources and limited access to new capital, Titan announced a series of cost-cutting measures to extend the runway for the strategic review process. After outreach to over 40 potential counterparties and concerns expressed by potential counterparties on Titan’s stage of development, financial circumstances, and time to commercialization, Titan announced a further cost reduction and a halt to all expenditures related to the development of its ENOS single access robotic-assisted surgery (“RAS”) system in February of 2023. To generate cash and avert the possibility of insolvency, Titan also announced a strategic pivot to asset sales and licensing of its IP. This pivot has proven successful as Titan announced non-exclusive licensing and intellectual property sales agreements with established players in the RAS industry in May, June and August of 2023. Throughout 2023, it was made clear to Titan that a merger with another RAS company was not a viable option and Titan broadened its search for a merger partner beyond RAS. This expanded search resulted in a number of proposals and after careful evaluation, Titan’s management and board of directors (the “Titan Board”) decided on a merger with Conavi.   The Titan Board is unanimous in its decision to execute the Amalgamation Agreement and to recommend this Transaction to its shareholders (the “Titan Shareholders”).