EOS has imaging systems installed in more than 30 countries generating more than 1 million patient exams annually. Listed on the Euronext Paris Exchange, EOS has corporate locations in the U.S., France, Canada, Germany and Singapore, and engages more than 175 employees. For additional information, please visitwww.EOS-imaging.com.
Key Terms of the Transaction
Under the terms of the Offer, EOS’s shareholders would receive either EUR €2.80 (or approximately USD $3.08) per EOS share under the Cash Offer or 0.50 ATEC common shares per EOS share under the Exchange Offer.
The Cash Offer price represents a premium of 64% based on the closing price of EOS shares on February 27, 2020 and of 43%, 26%, and 58% over the volume-weighted average share price of EOS over the last one, three and six month(s), respectively, preceding this date.
The Exchange Offer ratio reflects a premium of 67% on EOS’ closing share price on February 27th, 2020 calculated using ATEC’s share price and the EUR to USD exchange rate as of market close on February 27th, 2020.
The Exchange Offer reflects a premium of 53%, 41%, and 64% calculated using the volume-weighted average share prices of EOS and ATEC over the last one, three and six month(s), respectively and the EUR to USD exchange rate as of market close on February 27th, 2020.
Each EOS shareholder will be entitled to elect between the Cash Offer and the Exchange Offer, subject to adjustments that will ensure that, in the aggregate, the number of common shares issued by ATEC shall not exceed 20% of ATEC’s current outstanding shares of common stock (or approximately 12.5 million shares based upon the current number of shares of common stock outstanding).
Holders of approximately 23% of EOS’s outstanding common shares have entered into agreements to tender for ATEC shares under the Exchange Offer, representing approximately EUR €17.4 million (or approximately USD $19.1 million) of the total purchase price, subject to certain conditions.
The Offer will also target all outstanding EOS convertible notes (“EOS OCEANE”, or the “Notes”). The holders of the Notes would receive either EUR €7.01 (or approximately USD $7.71) per EOS OCEANE as part of the Cash Offer.
It is expected that the Offer will be filed with the French Financial Markets Authority (Autorité des marchés financiers) (“AMF”) in late April 2020. The transaction is expected to close in the third quarter of 2020, subject to customary closing conditions, including obtaining regulatory clearance from the AMF, French foreign investment clearances and a favorable opinion of the EOS board of directors based on the fairness opinion issued by the independent expert appointed by EOS.
Financing Commitment
ATEC has entered into a commitment letter with Perceptive Advisors (“Perceptive”) which provides debt financing of up to $160 million from affiliates of Perceptive. The financing consists of: 1) a committed facility of up to $60 million to retire certain existing debt facilities of ATEC; and 2) a facility of up to $100 million ($70 million of which is fully committed) to fully fund the Cash Offer.
“We are pleased to be partnering with ATEC on this transformative transaction,” said Sam Chawla, Portfolio Manager, Perceptive Advisors. “We have witnessed a tremendous repositioning of ATEC over the past two years, and are happy to support the company’s continued evolution. We believe that the combination will drive true clinical distinction and enhance ATEC’s already growing market position.”