Titan Announces Filing of the Management Information Circular.

Rhea-AI Summary

Titan Medical Inc. (TSX: TMD; OTC: TMDIF) has filed and mailed its management information circular for the proposed amalgamation with Conavi Medical Inc. The all-stock transaction, constituting a reverse takeover of Titan, is set for shareholder approval at the annual general and special meeting on September 30, 2024. Key benefits include:

• Investment in a company with growing market potential
• Continued material interest for Titan shareholders
• Strong leadership team with relevant experience
• Minimum $7.5 million concurrent financing

The Titan board unanimously recommends shareholders vote in favor of the transaction, supported by a fairness opinion from Raymond James.

Positive

• Potential growth opportunity through merger with Conavi Medical, a commercial-stage company
• Minimum $7.5 million in equity financing to be raised through concurrent financing
• Unanimous board approval and recommendation for the transaction
• Fairness opinion provided by Raymond James supporting the transaction

Negative

• Dilution of existing Titan shareholders' ownership due to all-stock transaction
• Execution risks associated with merging two companies
• Potential changes in management and strategic direction

TORONTO, Ontario, Sept. 06, 2024 (GLOBE NEWSWIRE) -- Titan Medical Inc. (“Titan”) (TSX: TMD; OTC: TMDIF) is pleased to announce the filing and mailing of its management information circular (the “Circular”) with respect to the amalgamation agreement (“Amalgamation Agreement”) with Conavi Medical Inc. (“Conavi”) providing for the combination of the companies in an all-stock transaction (the “Transaction”). This Transaction will constitute a reverse takeover of Titan.

“The Circular sets out a compelling case for shareholders to approve Titan’s reverse merger with Conavi,” commented Paul Cataford, Titan’s Interim CEO and Board Chair. “After a thorough review of a number of potential transaction partners, Conavi came out on top. We believe the proposed Transaction offers our current Shareholders an opportunity to partially own an exciting commercial-stage company. Our financial advisors have provided a written opinion on the fairness of the relative valuation and the board of directors of Titan is recommending that all shareholders vote in favour of this Transaction.”

The Transaction was previously announced on March 17, 2024, with subsequent amendments to the Amalgamation Agreement announced on May 28, 2024, July 5, 2024 and August 14, 2024.

The Circular, which is now also available on Titan’s website at https://ir.titanmedicalinc.com/news-events/shareholder-meeting, as well as under its profile on SEDAR+ (www.sedarplus.ca), provides detailed information on the expected benefits of the Transaction, terms and conditions, potential risks, voting procedures, and other relevant information.

The Transaction is expected to provide meaningful benefits to Titan and its shareholders, including but not limited to:

• Ongoing Investment. Titan shareholders will be invested in a company with a growing market, a new technology that represents a compelling value proposition, and a strong and committed institutional investor base.
• Continuing Interest. Titan Shareholders will continue to hold a material interest in the entity resulting from the Transaction.
• Strong Incoming Team. The Resulting Issuer will have a strong leadership team with experience in capital markets and advanced medical devices.
• Concurrent Financing. As a closing condition to the Transaction, Conavi will be raising a minimum of $7.5 million in equity financing through a brokered private placement of subscription receipts (the “Concurrent Financing”), which will provide growth capital to the merged company upon closing of the Transaction.

The completion of the Transaction remains subject to, among other things, satisfaction of the requirements in the TSX Venture Exchange’s (“TSXV”) conditional approval letter and the closing conditions described in the Amalgamation Agreement, as amended, including completion of the Concurrent Financing.

Shareholder Meeting Details

Titan will hold its annual general and special meeting of shareholders (the “Meeting”) on September 30, 2024, at 4:00 p.m. Eastern Time via audio webcast at https://web.lumiagm.com/449188251. Shareholders of record as of August 26, 2024 will have the ability to vote and to participate in the virtual meeting as explained in the Circular.

This vote is important. Shareholders will be asked to approve the Transaction. Closing of the Transaction will provide Shareholders the opportunity to participate in a new venture with strong institutional backing, newly invested cash, new management, new products, and new technology. Closing of the Transaction is conditional on the approval of all resolutions by shareholders.

Shareholders are encouraged to review the Circular carefully and to vote in advance of the voting deadline of 4:00 p.m. Eastern Time on September 26, 2024.

Shareholder Questions

Shareholders who have any questions about the Meeting, or require assistance with voting, may contact Shorecrest Group by telephone at 1-888-637-5789 or by email at contact@shorecrestgroup.com.

Titan will be hosting a webcast Q&A session in connection with the Circular before the Meeting. Titan will provide prepared remarks followed by a Q&A session. An announcement with details on the Q&A session will follow. Shareholders are invited to submit questions in advance of the Q&A session to investors@titanmedicalinc.com.

Recommendation by the Board and Fairness Opinion

After consultation with its financial and legal advisors, the Titan board of directors (“Board”) unanimously approved the Transaction and has unanimously recommended that Titan shareholders vote in favor of the Transaction. Raymond James provided a fairness opinion to the Board, stating that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration payable pursuant to the Transaction is fair, from a financial point of view, to the Titan shareholders.

After careful consideration, the Board has unanimously approved the Transaction and unanimously recommends that Titan Shareholders vote IN FAVOR of the resolutions relating to the Transaction by voting FOR.

About Titan Medical

Titan Medical Inc. (TSX: TMD; OTC: TMDIF), a medical technology company incorporated under the Business Corporations Act (Ontario) and headquartered in Toronto, Ontario, has developed an expansive patent portfolio related to the enhancement of robotic assisted surgery (RAS), including through a single access point, and is currently focused on evaluating new opportunities to further develop and license its intellectual property.

About Conavi Medical

Conavi Medical Inc. is a privately-owned company focused on designing, manufacturing, and marketing imaging technologies to guide common minimally invasive cardiovascular procedures. Its patented Novasight Hybrid™ System is the first system to combine both IVUS and OCT to enable simultaneous and co-registered imaging of coronary arteries. The Novasight Hybrid System has 510(k) clearance from the U.S. Food and Drug Administration; and regulatory approval for clinical use from Health Canada, China’s National Medical Products Administration, and Japan’s Ministry of Health, Labor and Welfare. For more information, visit http://www.conavi.com/.

Cautionary Statement Regarding Forward-Looking Information

This news release contains “forward-looking statements” within the meaning of applicable Canadian and U.S. securities laws, which reflect the current expectations of management of Titan’s future growth, results of operations, performance and business prospects and opportunities. Forward-looking statements are frequently, but not always, identified by words such as “may”, “would”, “could”, “will”, “anticipate”, “believe”, “plan”, “expect”, “intend”, “estimate”, “potential for” and similar expressions, although these words may not be present in all forward-looking statements. Forward-looking statements that appear in this release may include, without limitation, references to: the continued work of Titan and Conavi towards the completion of the Transaction and the expected date of the Meeting.

These forward-looking statements reflect management’s current beliefs with respect to future events, and are based on information currently available to management that, while considered reasonable by management as of the date on which the statements are made, are inherently subject to significant business, economic and competitive uncertainties and contingencies which could result in actions, events, conditions, results, performance or achievements to be materially different from those projected in the forward-looking statements. Forward-looking statements involve significant risks, uncertainties and assumptions and many factors could cause Titan’s actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Such factors and assumptions include, but are not limited to, Titan’s ability to retain key personnel; its ability to execute on its business plans and strategies; its ability to continue to license some or all its intellectual property to third parties and receive any material consideration; the receipt of required approvals from the TSXV and Titan’s shareholders in connection with the Transaction or change of listing or as to the success of Conavi’s Concurrent Financing (or the terms upon which such financing may be available if at all)and other factors listed in the “Risk Factors” section of Titan’s Annual Information Form for the fiscal year ended December 31, 2023 (which may be viewed at www.sedarplus.com). Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance, or achievements may vary materially from those expressed or implied by the forward-looking statements contained in this news release. These factors should be considered carefully, and prospective investors should not place undue reliance on the forward-looking statements.

Although the forward-looking statements contained in the news release are based upon what management currently believes to be reasonable assumptions and Titan has attempted to identify important factors that could cause actual actions, events, conditions, results, performance or achievements to differ materially from those described in forward-looking statements, Titan cannot assure prospective investors that actual results, performance or achievements will be consistent with these forward-looking statements. Except as required by law, Titan expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Accordingly, investors should not place undue reliance on forward-looking statements. All the forward-looking statements are expressly qualified by the foregoing cautionary statements.

Contacts

Titan Medical Inc.                                                
Chien Huang                                                        
Chief Financial Officer                                        
investors@titanmedicalinc.com

Conavi Medical Inc.
Stephen Kilmer
Investor Relations
(647) 872-4849
stephen@kilmerlucas.com                                

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FAQ

When is Titan Medical's (TMDIF) shareholder meeting for the Conavi merger?

Titan Medical's annual general and special meeting for the Conavi merger is scheduled for September 30, 2024, at 4:00 p.m. Eastern Time via audio webcast.

What is the minimum amount of concurrent financing for Titan Medical's (TMDIF) merger with Conavi?

As a closing condition for the merger, Conavi will be raising a minimum of $7.5 million in equity financing through a brokered private placement of subscription receipts.

Has Titan Medical's (TMDIF) board recommended the merger with Conavi?

Yes, Titan Medical's board has unanimously approved the transaction and recommends that shareholders vote in favor of the merger with Conavi.

What type of transaction is Titan Medical (TMDIF) entering with Conavi?

Titan Medical is entering into an all-stock transaction with Conavi Medical Inc., which will constitute a reverse takeover of Titan.