TEXT-Mazor Robotics eyes ADR listing on U.S. exchange

Aug 12 (Reuters) - (The following was issued by Israel's Mazor Robotics ):

Mazor Robotics Ltd. (TASE: MZOR), a developer of innovative surgical robots and complementary products, today announced that it has entered into an agreement regarding a private equity placement transaction of up to $15 million, to provide further investment capital and advance the Company's efforts to implement an American Depository Receipt (ADR) program on a U.S. stock exchange.

Under the structure of the transaction, the aggregate investment amount will be up to $15 million invested in two tranches of $7.5 million each and divided among a group of institutional and accredited investors in varying percentages. The investment group is led by Oracle Investment Management, which was founded by Larry Feinberg.

Under the first tranche, Mazor will issue 7,053,529 ordinary shares at a per share price of 4.25 shekels, based on the U.S. Dollar/shekel rate of exchange of 3.997 as of August 8, 2012 for a total of $7.5 million.

Closing of the investment remains subject to customary closing conditions, including the approval of the Tel Aviv Stock Exchange.

Under the terms of the agreement, Mazor will begin an effort to implement a Level 2 ADR listing on the NASDAQ or New York Stock Exchange and release the shares and warrants issued to the investors.

In the second tranche of the transaction, Mazor will issue non-registered warrants exercisable into the Company's ordinary shares to the investors. The warrants are exercisable for 36 months at an exercise price equal to the lower of either 6.00 shekels or the 10-day trailing daily volume-weighted average price (in shekels) prior to such exercise.

Under the terms of the agreement, the investors must exercise the warrants following the implementation of the ADR program and the release of the investors' shares from the lock-up restrictions imposed under the Israeli securities laws. In the case that the price is less than 4.25 shekels, the Company can elect to require that only 50 percent of the second tranche be exercised.

The total exercise price of the warrants equals an amount up to $7.5 million depending on the actual conversion rate. Immediately following the implementation of the ADR Program, the U.S. exchange listing, and the exercise of the warrants, the issued shares and the warrant shares will be converted into ADRs.

"We welcome our new investors and are gratified they share our vision for Mazor's future success in the robotics market," stated Ori Hadomi, CEO of Mazor.

"Our investment partners, led by Oracle Partners, are well respected in the global healthcare markets and have a great track record of success. We believe their insight and experience in working with innovative and emerging medical device companies will significantly support Mazor's growth strategies, particularly in the untapped U.S. market and Europe and Asia as well. In addition, the first tranche of this transaction improves our balance sheet and provides us with the roadmap and resources to list on a major U.S. stock exchange, which we believe will significantly increase our visibility with investors and expand our investor base."