Press Release

« Back

Pixium Vision and Second Sight Medical Products announce business combination, creating a global leader in the sight restoration market

Jan 05, 2021
  • Aims to create a global leader with potential to treat nearly all forms of blindness
  • Combined company to trade on Nasdaq and benefit from business and
    development synergies in the U.S. and Europe
  • Transaction provides broader access to financing sources to enable the combined
    company to accelerate the development and commercialization of its products
  • Pixium Vision to remain listed on Euronext Growth and to be the largest
    shareholder of the new combined company listed on Nasdaq
  • Transaction expected to close in late Q1 or the beginning of Q2 2021
  • Conference Call scheduled at 5pm CET/11am ET

 

Paris, France and Los Angeles, Calif., January 06, 2021 – 06.00 CET – Pixium Vision (Euronext Growth
Paris - FR0011950641), a bioelectronics company that develops innovative bionic vision systems to enable
patients who have lost their sight to live more independent lives and Second Sight Medical Products, Inc.
(“Second Sight”) (Nasdaq: EYES), a developer, manufacturer and marketer of implantable visual prosthetics
that are intended to create an artificial form of useful vision for blind individuals, announced today that they
have entered into a definitive business combination agreement pursuant to which Pixium Vision will, following
the contribution to Second Sight of all of its assets and liabilities in relation to its neuromodulation technology
used in the treatment of blindness, become the controlling shareholder of the new combined company, owning
60% of the total equity before the capital raise. The combined company will focus on retinal stimulation through
the Prima System.


As part of the transaction, a new subsidiary will be created to focus on cortical stimulation through Orion. The
new combined company will own 40% of the new subsidiary and will also have a first option to exclusive global
marketing rights for Orion.

Complementary businesses to lead global sight restoration market

The primary mission of the new combined company will be to create a leader in the sight restoration market.
Pixium Vision’s Prima System, which started its European pivotal trial in 2020, has the potential to significantly
restore visual perception, improve the quality of life and restore a level of independence for people with dry
age-related macular degeneration. Second Sight, the leader in implantable neuromodulation devices to treat
blindness created Argus II, the world’s first FDA and CE Mark approved device for artificial vision in people
with late-stage retinitis pigmentosa, and is developing Orion, a cortical stimulation device that bypasses the
diseased eye and could provide a new form of vision.

“Our planned business combination with Second Sight will bring exciting opportunities for both companies,
given our synergistic business models and complementary presence in Europe and the U.S. Pixium Vision is
well positioned to continue development of the promising Prima System: we have now launched the pivotal
PRIMAvera study and have funding in place through the end of 2021. This transaction, including closing of the
proposed financing, should provide us with sufficient resources to extend our cash runway beyond 2022,
covering results from PRIMAvera.”
said Lloyd Diamond, Chief Executive Officer of Pixium Vision. “This
transaction comes after Pixium Board of Directors evaluated numerous attractive financing proposals and
concluded that the business combination with Second Sight is an ideal opportunity for two very complementary
businesses to further develop our promising treatments in areas where there is a significant unmet medical
need and comes with the full strategic alignment of both Boards of Directors.”

The complementary technologies have the potential to treat many forms of blindness including degenerative
retinal diseases as well as glaucoma, optic nerve disease and trauma, and will also target a broader audience
including ophthalmologists, surgeons and neuroscientists. Moreover, the expanded size of the combined entity
is expected to allow for easier access to capital, thereby facilitating and accelerating technological and clinical
development to bring these transformative technologies to patients.

“The new organization provides for a new subsidiary, to focus exclusively on cortical vision and the Orion
platform, which has the potential to treat nearly all forms of blindness,”
said Matt Pfeffer, Chief Executive
Officer of Second Sight
. “The new organization should accelerate the Orion program.”

“285 million people worldwide suffer some form of visual impairment of which roughly 40 million are completely
blind. There are many causes for blindness and the combination of Pixium Vision and Second Sight has the
potential to bring novel treatments to patients, for whom today, there are no clinical treatment options,”
stated
Professor José-Alain Sahel, Chair of the Department of Ophthalmology at the University of Pittsburgh School
of Medicine, Director of the UPMC Eye Center, and the Eye and Ear Foundation Chair of Ophthalmology,
Founder of both the Institut de la Vision and of Pixium Vision, and primary investigator of the Argus clinical
trials.

 

Brandford Griffith & Associés, Fenwick & West LLP and Bird & Bird AARPI acted as legal advisors to Pixium
Vision and DLA Piper LLP acted as legal advisor to Second Sight Medical.

Key Transaction Terms

The business combination will be effected pursuant to the Memorandum of Understanding entered into
between Pixium Vision and Second Sight, pursuant to which (i) Pixium Vision will contribute to Second Sight
all of its assets and liabilities in relation to its neuromodulation technology used in the treatment of blindness
in exchange for 34,876,043 newly issued shares of Second Sight common stock representing approximately
60% of the fully diluted outstanding stock of Second Sight (excluding out of the money options and warrants)
on a post transaction/pre-financing basis, (ii) approximately $25 million will be raised in a private placement at
the level of the new combined company, and (iii) Second Sight will transfer its Orion assets to its new
subsidiary, of which approximately 60% of the shares would be spun off by Second Sight to its shareholders
of record as of a date prior to the closing of the business combination.

Pixium Vision would become a holding company and would be the combined company’s largest shareholder.

Governance of the combined company

Pixium Vision CEO, Lloyd Diamond, will serve as executive Chairman and CEO of the combined company and
subject to affirmative vote of the shareholders of Second Sight, its Board of Directors will consist of seven
members:

  • Three directors nominated by Pixium Vision, including Lloyd Diamond;
  • Two directors nominated by Second Sight, who will be selected from the current directors of SecondSight; and
  • Two independent directors to be appointed by Pixium Vision and Second Sight together.

Lloyd Diamond will also remain General Director of Pixium Vision and Matt Pfeffer will be CEO of the new
subsidiary focused on cortical vision and the Orion platform.

Next steps

The Pixium Vision Board of Directors has approved the transaction and the Second Sight Board of Directors
has unanimously determined that the transaction and the execution of the Memorandum of Understanding is
in the best interests of Second Sight, that the shares to be issued to Pixium Vision as consideration for its
contribution of assets and liabilities is fair, from a financial point of view, to Second Sight and has unanimously
recommended that, among other matters, the Second Sight shareholders vote in favor of the resolution
approving the issuance of the shares of Second Sight common stock as consideration for Pixium Vision’s
contribution. New Century Capital Partners has provided the Second Sight board of directors with a fairness
opinion stating that, as of the date thereof and subject to the assumptions, limitations, and qualifications set
forth therein, the 34,876,043 newly issued shares of Second Sight common stock to be paid to Pixium Vision
is fair, from a financial point of view, to Second Sight. Certain directors and officers of Second Sight have
entered into agreements with Pixium Vision pursuant to which they have agreed to vote their shares of Second
Sight stock in favor of the share issuance and otherwise support the transaction.

The transaction is expected to close near the end of the first quarter or the beginning of the second quarter of
2021 and is subject to customary closing conditions, including:

  • Appointment by the Commercial court of Paris of valuing auditor(s) 1 to confirm that the value of the
    assets being contributed by Pixium Vision to Second Sight is at least equal to the aggregate par value
    and issuance premium of the new Second Sight shares to be issued in consideration for the
    contribution; and
  • Satisfaction of the conditions to the transaction closing, including:
    • Approval of the transaction by each of Pixium Vision and Second Sight shareholders (currently
      expected by the end of March 2021)
    • Clearance from the French Minister for the Economy 2
    • Closing of the $25 million financing


1The valuing auditor(s) report will be made available to Pixium Vision shareholders on Pixium Vision website at least
30 days prior the General Meeting

2Clearance of Pixium Vision contribution to Second Sight all of its assets and liabilities in relation to its
neuromodulation technology used in the treatment of blindness under the Foreign Direct Investment Screening
Mechanism

Safe Harbor Language

This press release contains certain “forward-looking statements” within the meaning of the “safe harbor”
provisions of the US Private Securities Litigation Reform Act of 1995. Forward-looking statements can be
identified by words such as: “target,” “believe,” “expect,” “will,” “may,” “anticipate,” “estimate,” “would,”
“positioned,” “future,” and other similar expressions that predict or indicate future events or trends or that are
not statements of historical matters. Examples of forward-looking statements include, among others,
statements made in this press release regarding the proposed business combination, including the benefits of
the proposed business combination, integration plans, expected synergies and opportunities, the expected
management and governance of the combined company, and the expected timing of the proposed transactions
contemplated by the definitive agreement. Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based only on Second Sight’s and Pixium Vision’s
managements’ current beliefs, expectations and assumptions. Because forward-looking statements relate to
the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to
predict and many of which are outside of our control. Actual results and outcomes may differ materially from
those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-
looking statements. Important factors that could cause actual results and outcomes to differ materially from
those indicated in the forward-looking statements include, among others, the following: (1) the occurrence of
any event, change or other circumstances that could give rise to the termination of the Memorandum of
Understanding or could otherwise cause the business combination to fail to close; (2) the outcome of any legal
proceedings that may be instituted against Second Sight or Pixium Vision following the announcement of the
Memorandum of Understanding and the business combination; (3) the inability to complete the business
combination, including due to failure to obtain approval of the shareholders of Second Sight or Pixium Vision,
failure to complete the $25 million financing, or inability to satisfy any of the other conditions to closing in the
Memorandum of Understanding; (4) the receipt of an unsolicited offer from another party for an alternative
business transaction that could interfere with the business combination; (5) the inability to obtain the listing of
the shares of common stock of the post-acquisition company on the Nasdaq Stock Market following the
business combination; (6) the risk that the announcement and consummation of the business combination
disrupts current plans and operations; (7) the ability to recognize the anticipated benefits of the business
combination, which may be affected by, among other things, competition, the ability of the combined company
to grow and manage growth profitably and retain its key employees; (8) costs related to the business
combination; (9) changes in applicable laws or regulations; (10) the possibility that Second Sight may be
adversely affected by other economic, business, and/or competitive factors; (11) the impact of COVID-19 on
the combined company’s business; and (12) other risks and uncertainties indicated from time to time in the
proxy statement to be filed relating to the business combination, including those under “Risk Factors” therein,
and in Second Sight’s other filings with the SEC. Some of these risks and uncertainties may in the future be
amplified by the COVID-19 outbreak and there may be additional risks that Second Sight considers immaterial
or which are unknown. A further list and description of risks and uncertainties can be found in Second Sight’s
Annual Report on Form 10-K, filed on March 19, 2020, Form 10K/A filed April 28, 2020, Forms 10-Q filed June
26, 2020, August 13, 2020, and November 12, 2020and in the proxy statement on Schedule 14A that will be
filed with the SEC by Second Sight in connection with the proposed transaction, and other documents that the
parties may file or furnish with the SEC, which you are encouraged to read. Any forward-looking statement
made by us in this press release is based only on information currently available to Second Sight and Pixium
Vision and speaks only as of the date on which it is made. Second Sight and Pixium Vision undertake no
obligation to publicly update any forward-looking statement, whether written or oral, that may be made from
time to time, whether as a result of new information, future developments or otherwise, except as required by
law.

Second Sight, Pixium Vision, and their respective directors, executive officers and employees and other
persons may be deemed to be participants in the solicitation of proxies from the holders of Second Sight
common stock in respect of the proposed transaction described herein. Information about Second Sight’s
directors and executive officers and their ownership of Second Sight’s common stock is set forth in Second
Sight’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC. Other
information regarding the interests of the participants in the proxy solicitation will be included in the proxy
statement pertaining to the proposed transaction when it becomes available. These documents can be
obtained free of charge from the sources indicated below.

Additional Information and Where to Find it

This communication may be deemed to be solicitation material in respect of the proposed transaction between
Second Sight and Pixium Vision. Second Sight intends to file with the SEC preliminary and definitive proxy
statements in connection with the proposed business combination and other matters and will mail a definitive
proxy statement to its shareholders as of the record date established for voting on the proposed business
combination. SECOND SIGHT’S SHAREHOLDERS AND OTHER INTERESTED PERSONS ARE ADVISED
TO READ, ONCE AVAILABLE, THE PRELIMINARY PROXY STATEMENT AND ANY AMENDMENTS
THERETO AND, ONCE AVAILABLE, THE DEFINITIVE PROXY STATEMENT, IN CONNECTION WITH
SECOND SIGHT’S SOLICITATION OF PROXIES FOR ITS SPECIAL MEETING OF STOCKHOLDERS TO
BE HELD TO APPROVE, AMONG OTHER THINGS, THE PROPOSED BUSINESS COMBINATION,
BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT SECOND SIGHT,
PIXIUM VISION AND THE PROPOSED BUSINESS COMBINATION. Second Sight’s shareholders may also
obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed
with the SEC by Second Sight, without charge, at the SEC’s website located at www.sec.gov or by directing a
request to: Second Sight Medical Products, Inc., 12744 San Fernando Road, Suite 400, Sylmar CA 91342.
The information contained on, or that may be accessed through, the websites referenced in this press release
is not incorporated by reference into, and is not a part of, this press release.

Non-Solicitation

This press release does not constitute a solicitation of a proxy, consent or authorization with respect to any
securities or in respect of the proposed transaction. This press release also does not constitute an offer to sell
or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or
jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of securities will be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption
therefrom.

 

About Pixium Vision

Pixium Vision is creating a world of bionic vision for those who have lost their sight, enabling them to regain
visual perception and greater autonomy. Pixium Vision’s bionic vision systems are associated with a surgical
intervention and a rehabilitation period. Prima System sub-retinal miniature photovoltaic wireless implant is in
clinical testing for patients who have lost their sight due to outer retinal degeneration, initially for atrophic dry
age-related macular degeneration (dry AMD). Pixium Vision collaborates closely with academic and research
partners, including some of the most prestigious vision research institutions in the world, such as: Stanford
University in California, Institut de la Vision in Paris, Moorfields Eye Hospital in London, Institute of Ocular
Microsurgery (IMO) in Barcelona, University hospital in Bonn, and UPMC in Pittsburgh, PA. The company is
EN ISO 13485 certified and qualifies as “Entreprise Innovante” by Bpifrance.

For more information: http://www.pixium-vision.com/fr

Follow us on:

Pixium Vision is listed on Euronext Growth Paris.
Euronext ticker: ALPIX - ISIN: FR0011950641
Pixium Vision shares are eligible for the French tax incentivized PEA-PME and FCPI investment vehicles.
Pixium Vision is included in the Euronext GROWTH ALLSHARE index

 

About Second Sight Medical Products, Inc.

Second Sight Medical Products, Inc. (NASDAQ: EYES) develops, manufactures and markets implantable
visual prosthetics that are intended to deliver useful artificial vision to blind individuals. A recognized global
leader in neuromodulation devices for blindness, the Company is committed to developing new technologies
to treat the broadest population of sight-impaired individuals. The Company’s headquarters are in Los Angeles,
California. More information is available at https://secondsight.com.

 

Contacts

Pixium Vision
Guillaume Renondin
Chief Financial Officer
investors@pixium-vision.com
+33 1 76 21 47 68

Media Relations
LifeSci Advisors

Sophie Baumont
sophie@lifesciadvisors.com
+33 6 27 74 74 49

Investor Relations
LifeSci Advisors

Guillaume van Renterghem
gvanrenterghem@lifesciadvisors.com
+41 76 735 01 31

Second Sight Medical Products
Matthew J. Pfeffer
Chief Executive Officer
publicrelations@secondsight.com