NuVasive and Globus Medical have revealed that they have entered into a definitive agreement to combine in an all-stock transaction. Under the terms of the agreement, which was unanimously approved by the boards of directors of both companies, NuVasive shareholders will receive 0.75 of a share of Globus Medical Class A common stock for each share of NuVasive common stock owned at the closing of the transaction.
Based on this exchange ratio, the implied share price for NuVasive would be $57.72, an equity value of $3.1 billion, based on Globus Medical’s closing share price on 8 February. Following the close of the transaction, NuVasive shareholders will own approximately 28% of the combined company, and Globus Medical shareholders will own approximately 72%, on a fully diluted basis.
Dan Scavilla, president and chief executive officer of Globus Medical, said: “This transaction reflects our mission to become the leading musculoskeletal technology company in the world by developing products that promote healing in patients with musculoskeletal disorders.
“With NuVasive, we can help support more patients through leading innovation and expanding our commercial reach to provide superior service to our surgeon and hospital partners. We look forward to combining the NuVasive and Globus Medical teams to capitalise on the many opportunities to improve patient care and create sustainable shareholder value.”
Chris Barry, chief executive officer of NuVasive, added: “Our combination with Globus Medical is transformative, joining two companies with highly complementary capabilities, geographic footprints and customer bases.
“Together, we will be able to offer an exceptional portfolio of clinically proven solutions, supported by strong commercial and surgeon education teams. The new company will be well-positioned to deliver value creation for shareholders, further support our surgeon partners—and most importantly, change the lives of more patients.”
Upon closing of the transaction, the combined company will have an eleven-member board composed of all eight directors from Globus Medical’s board and three directors from NuVasive’s board.
David Paul, chairman of the Globus Medical board of directors, will serve as chairman of the combined company’s board of directors; Dan Scavilla will serve as chief executive officer and as a member of the board; Keith Pfeil, chief financial officer of Globus Medical, will serve as chief financial officer of the combined company, and Chris Barry, chief executive officer of NuVasive, will support integration planning of the combined company.
The transaction is expected to close in the middle of 2023, subject to the approval of both companies’ shareholders, regulatory approval, and other customary closing conditions.