Orthofix Medical Inc. (“Orthofix”) today announced that it received an unsolicited, non-binding indication of interest from two private equity fund sponsors to acquire all of the outstanding equity of Orthofix for $23.00 per share in cash. The non-binding indication of interest was subject to, among other things, the completion of due diligence, to the sole satisfaction of the sponsors, the arranging of debt financing to fund the purchase price, the completion of unspecified regulatory approvals, and internal approvals by the investment committees of the sponsors.
As previously announced, Orthofix has entered into a definitive merger agreement with SeaSpine Holdings Corporation to combine in an all-stock transaction, pursuant to which, at the close of the transaction, Orthofix stockholders will own approximately 56.5% of the combined business, and SeaSpine stockholders will own approximately 43.5% of the combined business. The transaction is expected to close early in the first quarter of 2023, subject to Orthofix and SeaSpine stockholder approvals and other customary closing conditions.
The Orthofix board engaged in a comprehensive and thorough review and evaluation of the indication of interest Orthofix received, in consultation with legal and financial advisers. Following such review and evaluation, the Orthofix board unanimously determined that the SeaSpine merger transaction continues to be in the best interests of Orthofix and its stockholders. The Orthofix board further unanimously determined that it is unable to conclude that the indication of interest is reasonably likely to lead to a superior proposal under the terms of Orthofix’s merger agreement with SeaSpine.
The Orthofix board reaffirms to stockholders its recommendation in favor of the SeaSpine merger transaction and remains fully committed to completing the transaction with SeaSpine.
A special meeting of Orthofix stockholders has been scheduled for January 4, 2023 to vote on a proposal to approve the issuance of Orthofix common stock in the proposed SeaSpine merger transaction.
Forward-Looking Statements
This report contains statements which, to the extent they are not statements of historical or present fact, constitute “forward-looking statements” under the securities laws. From time to time, oral or written forward-looking statements may also be included in other information released to the public. These forward-looking statements are intended to provide Orthofix’s and SeaSpine’s respective management’s current expectations or plans for our future operating and financial performance, based on assumptions currently believed to be valid. Forward-looking statements can be identified by the use of words such as “believe,” “expect,” “expectations,” “plans,” “strategy,” “prospects,” “estimate,” “project,” “target,” “anticipate,” “will,” “should,” “see,” “guidance,” “outlook,” “confident,” “on track” and other words of similar meaning. Forward-looking statements may include, among other things, statements relating to future sales, earnings, cash flow, results of operations, uses of cash, tax rates, R&D spend, other measures of financial performance, potential future plans, strategies or transactions, credit ratings and net indebtedness, other anticipated benefits of the proposed merger, including estimated synergies and cost savings resulting from the proposed merger, the expected timing of completion of the proposed merger, estimated costs associated with such transaction and other statements that are not historical facts. All forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995. Such risks, uncertainties and other factors include, without limitation: (1) the effect of economic conditions in the industries and markets in which Orthofix and SeaSpine operate in the U.S. and globally and any changes therein, including financial market conditions, fluctuations in commodity prices, interest rates and foreign currency exchange rates, and the levels of market demand in the health care segments in which our products are purchased and utilized; (2) challenges in the development, regulatory approval, commercialization, reimbursement, market acceptance, performance and realization of the anticipated benefits of new products of the combined company; (3) the scope,
