Orthofix and SeaSpine to combine their businesses in all-stock merger

2022-10-12

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The merger will create a global spine and orthopaedics company with complementary portfolios of biologics, bone growth therapies, spine and orthopaedic solutions, and an advanced surgical navigation system Orthofix, SeaSpine to combine businesses. (Credit: CHUTTERSNAP on Unsplash) US-based orthopaedic medical device companies Orthofix and SeaSpine have signed a definitive agreement to combine their businesses in an all-stock merger of equals. Under the terms of the merger deal, SeaSpine shareholders are expected to receive 0.4163 shares of Orthofix, in exchange for each share of SeaSpine common stock held. The combined company, whose name will be finalised before the closing of the transaction, will have around 1,600 employees and a global R&D and manufacturing footprint. The transaction, which has been unanimously approved by the Boards of Directors of both companies, is expected to be completed in the first quarter of 2023. Its closing is subject to approval by shareholders of both companies and certain other customary closing conditions and regulatory approvals. Upon closing of the transaction, Orthofix shareholders will own around 56.5% stake in the combined company and SeaSpine shareholders will hold the remaining stake. Its Board of Directors will include nine directors, five designated by Orthofix, including a lead independent director, and four designated by SeaSpine. Orthofix president and chief executive officer Jon Serbousek will serve as executive chairman; and SeaSpine president and chief executive officer Keith Valentine as president and chief executive officer and member of the Board of the combined company. Jon Serbousek said: “This transaction significantly advances our mission to deliver innovative, quality-driven solutions that make us a partner of choice for surgeons in their work to improve patient mobility.” Keith Valentine said: “This transaction brings together two complementary organizations to create an industry leader with the immediate financial strength to self-fund investments that deliver both growth and better patient outcomes.” The merger will create a global spine and orthopaedics company with complementary portfolios of biologics, bone growth therapies, spine and orthopaedic solutions, and an advanced surgical navigation system. The combined company will be based in Lewisville, Texas, where general business, product development, medical education and manufacturing are carried out. It will offer the M6-C artificial cervical disc, FLASH Navigation System with 7D Technology, Fitbone platform, and Fitspine scoliosis solution, along with advanced interbody devices. The combined company will have a biologics portfolio comprising Virtuos Lyograft autograft substitute, Trinity Elite allograft, OsteoStrand Plus and OsteoSurge 300 DBM products. Its regenerative technologies will include the CervicalStim bone growth device, SpinalStim for spine fusion, PhysioStim for non-union fractures, and AccelStim for bone healing. Furthermore, the combined company is expected to have a complementary portfolio to serve the full continuum of surgical care and meaningful cross-selling revenue synergies. Perella Weinberg Partners is serving as a financial advisor and Hogan Lovells US as legal counsel to Orthofix, while Piper Sandler & Co. is serving as a financial advisor and DLA Piper as legal counsel to SeaSpine.

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