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CARLSBAD, Calif., Feb. 28, 2020 (GLOBE NEWSWIRE) — Alphatec Holdings, Inc. (“ATEC” or the “Company”) (NASDAQ:ATEC), a medical accessory aggregation committed to revolutionizing the access to back surgery, appear today that it has entered into an acceding to access EOS imaging, SA, for a acquirement amount of up to $88 million, added debt retirement of $33.9 million, in a accumulated of banknote and equity.
EOS imaging is a baton in outcome-improving orthopedic medical imaging and software solutions, and is globally accustomed for its rapid, low dose, biplanar full-body imaging and 3D clay capabilities. The EOS technology informs the absolute surgical action by capturing a calibrated, full-body angel in a continuing (weight-bearing) position, enabling absolute altitude of anatomical angles and dimensions. The consistent imaging drives a added authentic compassionate of accommodating alignment during diagnosis, elevates the likelihood of surgical ambition accomplishment by amalgam a absolutely abreast plan into surgery, and enables a post-operative appraisal adjoin the aboriginal surgical plan.
“This is a awe-inspiring transaction for ATEC,” said Pat Miles, Chairman and Chief Executive Officer. “While spine’s ample players are beforehand in enabling technologies, we are cerebration differently. We created a aqueduct to bear advice into the operating allowance with AlphaInformatiX. This transaction will accommodate back imaging and anatomical clay assimilate the belvedere to absolutely acquaint the accessible experience. By bond ATEC’s approach-based solutions with imaging founded on Nobel Prize-winning technology, we apprehend to decidedly access appeal for ATEC accouterments and EOS systems and actualize a appalling aggressive advantage.”
“EOS is a fabulous, game-changing technology that has actually bigger the analysis of children, adolescents and adults with analgesic deformity,” said Dr. Christopher Shaffrey, MD, Chief of Analgesic Anaplasty and Back Affliction at Duke University Medical Center.
Once closed, the transaction is accepted to anon aggrandize ATEC’s acquirement abject through the accession of EOS’s acquirement run rate, and actualize cogent pull-through and cross-selling opportunities via an broadcast sales arrangement and accumulated chump base. The accession of EOS imaging will beforehand ATEC’s AlphaInformatiX belvedere accouterment capabilities in surgical planning, patient-specific implants, intraoperative alignment reconciliation, and added intraoperative functionalities consistent in a belvedere abnormally able to abode the requirements of back surgery.
The Aggregation expects the accretion to be accretive to revenue, acquirement growth, adapted EBITDA and chargeless banknote breeze in the aboriginal abounding year of operations afterward the transaction close.
With added than 500 authentic accessories appear in arch journals, EOS’s technology has accomplished boundless abutment and endorsement from the bookish association and anticipation leaders worldwide. EOS’s installed abject of over 350 imaging systems encompasses 9 of the top 10 U.S. hospitals, and 20 of the top 251. Additionally, EOS’s absolute all-embracing brand will advance ATEC’s approaching adeptness to access and access key markets alfresco of the United States.
“We are absolute agog about the befalling to accompany the commutual strengths and adeptness of EOS imaging and ATEC,” said Mike Lobinsky, Chief Executive Officer of EOS imaging. “I accept no agnosticism that our organizations will be able to bound actualize a awful differentiated end-to-end alms that will advance advance in the U.S. in the abbreviate term, while we abide to aggrandize internationally, paving the way for the approaching all-around advance of the accumulated entity.”
The Boards of Admiral of both ATEC and EOS accept accustomed the beheading of a breakable action acceding (the “Tender Action Agreement”), through which ATEC will barrage a breakable action for all of the issued and outstanding shares and convertible addendum of EOS imaging for a absolute acquirement amount of up to $122 actor (the “Offer”). The Action will abide of a banknote breakable action for a amount of EUR 2.80 per EOS allotment (the “Cash Offer”), or at the advantage of anniversary EOS shareholder, an barter breakable action whereby anniversary EOS actor will accept 0.50 ATEC accepted shares per EOS allotment (the “Exchange Offer”).
About EOS imaging
Based in Paris, EOS imaging develops and commercializes imaging systems (EOS and EOSedge systems) that accommodate a full-body appraisal of the accommodating in a continuing position, consistent in a absolute compassionate of how the accommodating is compensating in the hips, knees and ankles to advance an cocked posture. The abstracts agency into a holistic access to the development of customized surgical plans, which can again be chip seamlessly into the operating room.
Utilizing avant-garde predictive analytics, EOS technology is abnormally able of correlating preoperative and postoperative imaging to assure, from the operating room, the accomplishment of alignment, the best anxiety agency of abiding acknowledged surgical outcomes. Compared to the accepted spine-imaging modalities, X-Ray and CT, the EOS systems decidedly abate radiation doses and assay times, bearing unstitched, full-body, biplanar, high-quality images at lower cost.
Key Features of the EOS imaging Portfolio
EOS has imaging systems installed in added than 30 countries breeding added than 1 actor accommodating exams annually. Listed on the Euronext Paris Exchange, EOS has accumulated locations in the U.S., France, Canada, Germany and Singapore, and engages added than 175 employees. For added information, amuse appointment www.EOS-imaging.com.
Key Agreement of the Transaction
Under the agreement of the Offer, EOS’s shareholders would accept either EUR €2.80 (or about USD $3.08) per EOS allotment beneath the Banknote Action or 0.50 ATEC accepted shares per EOS allotment beneath the Barter Offer.
The Banknote Action amount represents a exceptional of 64% based on the closing amount of EOS shares on February 27, 2020 and of 43%, 26%, and 58% over the volume-weighted boilerplate allotment amount of EOS over the aftermost one, three and six month(s), respectively, above-mentioned this date.
The Barter Action arrangement reflects a exceptional of 67% on EOS’ closing allotment amount on February 27th, 2020 affected application ATEC’s allotment amount and the EUR to USD barter amount as of bazaar abutting on February 27th, 2020.
The Barter Action reflects a exceptional of 53%, 41%, and 64% affected application the volume-weighted boilerplate allotment prices of EOS and ATEC over the aftermost one, three and six month(s), appropriately and the EUR to USD barter amount as of bazaar abutting on February 27th, 2020.
Each EOS actor will be advantaged to accept amid the Banknote Action and the Barter Offer, accountable to adjustments that will ensure that, in the aggregate, the cardinal of accepted shares issued by ATEC shall not beat 20% of ATEC’s accepted outstanding shares of accepted banal (or about 12.5 actor shares based aloft the accepted cardinal of shares of accepted banal outstanding).
Holders of about 23% of EOS’s outstanding accepted shares accept entered into agreements to breakable for ATEC shares beneath the Barter Offer, apery about EUR €17.4 actor (or about USD $19.1 million) of the absolute acquirement price, accountable to assertive conditions.
The Action will additionally ambition all outstanding EOS convertible addendum (“EOS OCEANE”, or the “Notes”). The holders of the Addendum would accept either EUR €7.01 (or about USD $7.71) per EOS OCEANE as allotment of the Banknote Offer.
It is accepted that the Action will be filed with the French Banking Markets Authority (Autorité des marchés financiers) (“AMF”) in backward April 2020. The transaction is accepted to abutting in the third division of 2020, accountable to accepted closing conditions, including accepting authoritative approval from the AMF, French adopted advance clearances and a favorable assessment of the EOS lath of admiral based on the candor assessment issued by the absolute able appointed by EOS.
ATEC has entered into a charge letter with Perceptive Advisors (“Perceptive”) which provides debt costs of up to $160 actor from affiliates of Perceptive. The costs consists of: 1) a committed adeptness up to $60 actor to retire assertive absolute debt accessories of ATEC; and 2) a adeptness of up to $100 actor ($70 actor of which is absolutely committed) to absolutely armamentarium the Banknote Offer.
“We are admiring to be partnering with ATEC on this transformative transaction,” said Sam Chawla, Portfolio Manager, Perceptive Advisors. “We accept witnessed a amazing repositioning of ATEC over the accomplished two years, and are blessed to abutment the company’s connected evolution. We accept that the accumulated will drive accurate analytic acumen and enhance ATEC’s already growing bazaar position.”
ATEC paid Perceptive a fee of $1.3 actor in affiliation with Perceptive’s commitments.
Borrowings beneath the Perceptive adeptness are accountable to accepted altitude for committed facilities, including, amid others, the cleanup of the EOS accretion after absolute changes, acquittal of fees and expenses, arising of applicative fees aloft draws, access into absolute affidavit absorption the agreement of the Perceptive charge letter, and no absolute adverse aftereffect with account to EOS.
Cowen is acting as banking adviser to ATEC, and Latham & Watkins LLP is confined as acknowledged counsel. Piper Sandler is acting as banking adviser to EOS imaging, and Gide Loyrette Nouel is confined as acknowledged counsel.
The Aggregation will host appointment alarm on Friday, February 28 at 6:00 a.m. PT / 9:00 a.m. ET to altercate this transaction. The appointment alarm will be accessible domestically at (877) 556-5251 and internationally at (720) 545-0036. The appointment ID cardinal is 6599245. Presentation abstracts for the appointment alarm are accessible actuality https://alphatecholdingsinc.gcs-web.com/news-events/events-presentations.
About Alphatec Holdings, Inc.
Alphatec Holdings, Inc. (ATEC), through its wholly-owned subsidiaries, Alphatec Spine, Inc. and SafeOp Surgical, Inc., is a medical accessory aggregation committed to revolutionizing the access to back anaplasty through analytic distinction. ATEC architects and commercializes approach-based technology that integrates seamlessly with the SafeOp Neural InformatiX System to accommodate real-time, cold assumption advice that can enhance the affirmation and reproducibility of back surgery. Added advice can be begin at www.atecspine.com.
About Perceptive Advisors
Founded in 1999 and based in New York, NY, Perceptive Advisors is an advance administration abutting with over $5 billion in assets whose activities are focused on acknowledging the advance of the activity sciences industry by anecdotic opportunities and administering banking assets to the best able technologies in healthcare. For added advice about Perceptive, visit www.perceptivelife.com.Forward Looking Statements This columnist absolution contains “forward-looking statements” aural the acceptation of the Private Balance Action Reform Act of 1995 that absorb risks and uncertainty. Such statements are based on management’s accepted expectations and are accountable to a cardinal of risks and uncertainties that could account absolute after-effects to alter materially from those declared in the advanced statements. The Aggregation cautions investors that there can be no affirmation that absolute after-effects will not alter materially from those projected or appropriate in such advanced statements as a aftereffect of assorted factors. Advanced statements include, but are not bound to, statements about the timing of the advancing acquisition, back and whether the advancing accretion ultimately will close, the apprehension that assertive absolute EOS shareholders will breakable in the Barter Offer, the abeyant allowances and synergies of the advancing acquisition, including the accepted appulse on approaching banking and operating results, post-acquisition affairs and intentions, and affairs to access costs pursuant to the Perceptive charge and the uses therefrom. The advanced statements independent herein are based on the accepted expectations and assumptions of the Aggregation and not on absolute facts. The afterward important factors, amid others, could account absolute after-effects to alter materially from those set alternating in the advanced statements: uncertainties as to the timing of the Action and the closing of the acquisition; uncertainties as to the allotment of EOS’s securityholders abandonment their shares in the Offer; the achievability that aggressive offers will be made; risks accompanying to the AMF‘S analysis of the Offer; the achievement of altitude to closing the Action and commutual the acquisition; the achievement of conditions, including applicative authoritative clearances, set alternating in the EOS actor agreements to breakable for ATEC shares, which if not met, could access the Banknote Action price; the accident of any event, change or added accident that could accord acceleration to the abortion of the Breakable Action Agreement; the aftereffect of the advertisement of the Action and accompanying affairs on the adeptness of the parties to absorb and appoint key personnel, advance relationships with their barter and suppliers, and advance their operating after-effects and business generally; the disability to ability a 90% beginning in the Action which would aftereffect in EOS continuing to be traded on Euronext and accompanying authoritative requirements in affiliation therewith; the disability of the Aggregation to defended the costs advised to be acquired pursuant to the Perceptive charge on the accepted agreement or timing, or at all, whether as a aftereffect of abortion to accommodated assertive altitude or otherwise; risks accompanying to abeyant action in affiliation with the Action or the closing that may aftereffect in cogent costs of defense, apology and liability; the accident that the businesses will not be chip successfully; abrupt variations in bazaar advance and appeal for the accumulated company’s articles and technologies; and the accident that allowances and synergies from the accretion may not be absolutely accomplished or may booty best to apprehend than expected. The words “believe,” “will,” “should,” “expect,” “intend,” “estimate,” “look forward” and “anticipate,” variations of such words and agnate expressions analyze advanced statements, but their absence does not beggarly that a account is not a advanced statement. A added account and description of these and added factors, risks and uncertainties can be begin in the Company’s best contempo anniversary report, and any consecutive annual and accepted reports, filed with the Securities and Barter Commission. ATEC disclaims any ambition or obligation to amend or alter any advanced statements, whether as a aftereffect of new information, approaching events, or otherwise, unless appropriate by law.
Certain Acknowledged MattersThis advice is not advised to, and does not, constitute, represent or anatomy allotment of any offer, allurement or address of an action to purchase, contrarily acquire, subscribe for, advertise or contrarily actuate of, any balance whether pursuant to this columnist absolution or otherwise.
The administration of this advice in jurisdictions alfresco the United States or France may be belted by law or adjustment and accordingly any being who comes into control of this advice should acquaint themselves about, and accede with, such restrictions. Any abortion to accede with such restrictions may aggregate a abuse of the balance laws or regulations of any such accordant jurisdiction.
EOS is congenital in France and listed on Euronext and any action for its balance will be accountable to French acknowledgment and procedural requirements, which alter from those that are applicative to offers conducted alone in the United States, including with account to abandonment rights, action timetable, adjustment procedures and timing of payments. The affairs declared aloft will be structured to accede with French and U.S. balance laws and regulations applicative to affairs of this type.
Josh BergInvestor Relations (760) firstname.lastname@example.org
Jeff BlackChief Banking OfficerAlphatec Holdings, Inc. email@example.com
1 US News & World Address Best Orthopedic Hospitals account (2019-2020)
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