Envoy Medical Announces Shareholder Approval on Proposed Merger with Anzu Special Acquisition Corp I

September 28, 2023 12:00 PM EDT | Source: Envoy Medical Corporation

  • Envoy Medical Shareholders approve merger in special meeting held September 28th
  • Anzu Special Acquisition Corp I announced shareholder approval for the merger September 27th
  • Merger anticipated to close September 29th with NASDAQ trading to begin October 2nd under the ticker symbol COCH

White Bear Lake, Minnesota--(Newsfile Corp. - September 28, 2023) - Envoy Medical® Corporation ("Envoy"), a hearing health company, today announced that the proposed merger with Anzu Special Acquisition Corp I (NASDAQ: ANZU) (NASDAQ: ANZUU) (NASDAQ: ANZUW) ("Anzu") was approved by a vote of Envoy Medical shareholders in a special meeting held September 28, 2023. The vote follows the announcement of approval by Anzu shareholders on September 27, 2023. The business combination was originally signed in April 2023.

"We are excited and humbled by the overwhelming confidence and show of support exhibited by the affirmative Envoy Medical and Anzu shareholder votes," stated Brent Lucas, Chief Executive Officer of Envoy. "We continue our steady progress toward disrupting the hearing industry with the first fully implantable cochlear implant. We know how to build fully implanted hearing devices and we look forward to bringing patients an attractive alternative to other solutions once we have met our clinical and regulatory obligations. We believe that our tremendous team, including a top-notch board of directors and an impressive advisory board of key opinion leaders, positions us well to bring our innovative technology to the market."

"We believe Envoy Medical has the technology and people to deliver a product that can meaningfully change the lives of the millions of people with profound hearing loss," said Dr. Whitney Haring-Smith, Envoy board member and co-founding managing partner at Anzu Partners, an investment firm focused on industrial technologies and life sciences. "I look forward to working closely with Brent Lucas and the entire team at Envoy Medical to advance their breakthrough hearing health technology."

The deal is expected to close September 29, 2023, and begin trading on the NASDAQ Capital Market on October 2, 2023 under the symbol COCH.

About Envoy Medical Corporation

Envoy Medical Corporation, headquartered in White Bear Lake, Minnesota, is a privately held hearing health company focused on providing innovative medical technologies across the hearing loss spectrum. Envoy's technologies are designed to shift the paradigm within the hearing industry and bring both providers and patients the hearing devices they desire.

Envoy is dedicated to pushing hearing technology beyond the status quo to provide patients with improved access, usability, independence and ultimately quality of life.

About the Fully Implanted Acclaim® Cochlear Implant

We believe the fully implanted Acclaim® Cochlear Implant is a first-of-its-kind cochlear implant. Envoy's fully implanted technology includes a sensor designed to leverage the natural anatomy of the ear instead of a microphone to capture sound.

The Acclaim is designed to address severe to profound sensorineural hearing loss that is not adequately addressed by hearing aids. The Acclaim will only be indicated for adults who have been deemed adequate candidates by a qualified physician.

The Acclaim Cochlear Implant received the Breakthrough Device Designation from the U.S. Food and Drug Administration (FDA) in 2019. We believe the Acclaim was the first hearing-focused device to receive Breakthrough Device Designation and may still be the only hearing focused medical technology to receive the designation.

CAUTION The fully implanted Acclaim Cochlear Implant is an investigational device. Limited by United States law to investigational use.

Important safety information for the Esteem can be found at: https://www.envoymedical.com/safety-information.

About Anzu Special Acquisition Corp I

Anzu is a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination.

Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-Looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. Such statements may include, but are not limited to, statements regarding the expectations of Envoy or Anzu concerning the outlook for their business, technologies, productivity, plans and goals for future operational improvements and capital investments, operational performance, future market conditions or economic performance and developments in the capital and credit markets, as well as any information concerning possible or assumed future operations of Envoy. Forward-looking statements also include statements regarding the expected benefits of the Proposed Business Combination. The forward-looking statements contained in this press release reflect Envoy's and Anzu's current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. Neither Envoy nor Anzu guarantees that the transactions and events described will happen as described (or that they will happen at all). In particular, there can be no assurance that the Proposed Business Combination will close on the expected timeline or at all. These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, the ability to meet the conditions of the Proposed Business Combination, including approval by stockholders of Anzu and Envoy; the occurrence of any event, change or other circumstances that could give risk to the termination of the Business Combination Agreement or any other agreement described in Anzu's registration statement on Form S-4 (File No. 333-271920) (the "Registration Statement") that was declared effective by the SEC on September 14, 2023; New Envoy's performance following the Proposed Business Combination; changes in the market price of shares of New Envoy's Class A Common Stock after the Proposed Business Combination, which may be affected by factors different from those currently affecting the price of shares of Anzu's Class A Common Stock; New Envoy's success in retaining or recruiting, or changes required in, its officers, key employees or directors following the Proposed Business Combination; unpredictability in the medical device industry, the regulatory process to approve medical devices, and the clinical development process of Envoy products; competition in the medical device industry, and the failure to introduce new products and services in a timely manner or at competitive prices to compete successfully against competitors; disruptions in relationships with Envoy's suppliers, or disruptions in Envoy's own production capabilities for some of the key components and materials of its products; changes in the need for capital and the availability of financing and capital to fund these needs; Envoy's ability to realize some or all of the anticipated benefits of the Proposed Business Combination; changes in interest rates or rates of inflation; legal, regulatory and other proceedings could be costly and time-consuming to defend; changes in applicable laws or regulations, or the application thereof on Envoy; a loss of any of Envoy's key intellectual property rights or failure to adequately protect intellectual property rights; if Anzu's stockholders fail to properly demand redemption rights, they will not be entitled to convert their Anzu Class A Common Stock into a pro rata portion of the funds held in the trust account; Anzu's board of directors (the "Anzu Board") did not obtain a third-party fairness opinion in determining whether to proceed with the Proposed Business Combination; the financial and other interests of the Anzu Board may have influenced the Anzu Board's decision to approve the Proposed Business Combination; New Envoy's ability to maintain the listing of its securities on Nasdaq following the Proposed Business Combination; the effects of catastrophic events, including war, terrorism and other international conflicts; and other risks and uncertainties set forth in the section entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" in the Registration Statement and in other reports Anzu or Envoy file with the SEC. If any of these risks materialize or Envoy's or Anzu's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. While forward-looking statements reflect Envoy's and Anzu's good faith beliefs, they are not guarantees of future performance. Envoy and Anzu disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this press release, except as required by applicable law. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to Envoy and Anzu.

Additional Information and Where to Find It

In connection with the Proposed Business Combination, Anzu has filed the Registration Statement with the SEC. The Registration Statement includes a proxy statement in connection with Anzu's solicitation of proxies for the vote by Anzu's stockholders with respect to the Proposed Business Combination and other matters as may be described in the Registration Statement, as well as a prospectus relating to the offer and sale of the securities to be issued in connection with the Proposed Business Combination. On September 14, 2023, Anzu commenced the mailing of the definitive proxy statement/prospectus to its stockholders as of September 5, 2023, the record date established for voting on the Proposed Business Combination and other matters described in the Registration Statement. Anzu also plans to file other relevant documents with the SEC regarding the Proposed Business Combination. This press release is not a substitute for the Registration Statement, the definitive proxy statement/prospectus or any other document that Anzu will send to its stockholders in connection with the Proposed Business Combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, THIS PRESS RELEASE AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Copies of the Registration Statement, the definitive proxy statement/prospectus and other documents filed by Anzu or Envoy with the SEC may be obtained free of charge at the SEC's website at www.sec.gov.

Participants in the Solicitation

Anzu, Envoy and their respective directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Anzu's stockholders in connection with the Proposed Business Combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Anzu's stockholders in connection with the Proposed Business Combination and a description of their direct and indirect interests are contained in the Registration Statement. Information regarding Anzu's directors and executive officers can be found in its Annual Report on Form 10-K filed with the SEC on April 3, 2023. These documents can be obtained free of charge at the SEC's website at www.sec.gov.

No Offer or Solicitation

This press release relates to the Proposed Business Combination and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Proposed Business Combination or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, or an exemption therefrom, and otherwise in accordance with applicable law.


Investor Contact:

Matt Kreps
Darrow Associates Investor Relations
(214) 597-8200

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