Orthofix and SeaSpine have entered into a definitive agreement to combine in an all-stock merger of equals, with the new combined company to be named prior to the transaction’s closing.
According to a press release, with products distributed in 68 countries worldwide, approximately 1,600 employees and a global research and development and manufacturing footprint, the new company would have revenues of approximately US$693 million as of the twelve months ended September 30, 2022.
Under the terms of the agreement, which was unanimously approved by the boards of directors of both companies, SeaSpine shareholders will receive 0.4163 shares of Orthofix common stock for each share of SeaSpine common stock owned. Following the close of the transaction, Orthofix shareholders will own approximately 56.5 percent of the combined company, and SeaSpine shareholders will own approximately 43.5 percent of the combined company, respectively, on a fully diluted basis.
Jon Serbousek, Orthofix president and chief executive officer, 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.
“The combined company’s broad portfolio of technology, expanded commercial capabilities and ability to make greater investments in innovative solutions provide a clear roadmap for sustainable, top-tier growth and increased competitiveness across a broad spectrum of products and services. We look forward to capitalising on this merger’s tremendous value creation opportunities.”
Keith Valentine, SeaSpine president and chief executive officer, added: “This transaction brings together two complementary organisations to create an industry leader with the immediate financial strength to self-fund investments that deliver both growth and better patient outcomes.
“We are excited about the value we can create for the combined company’s shareholders, the new opportunities opened for employees and our ability to now provide surgeons and hospital partners a complete procedural solution using cutting-edge technology at every level.”
Upon closing of the transaction, the combined company’s board of directors will consist of nine directors, with five designated by Orthofix, including lead independent director, and four designated by SeaSpine. Serbousek will serve as executive chairman of the board, and Valentine will serve as president and chief executive officer and member of the board.
The transaction is expected to close in the first quarter of 2023, subject to approval by both companies’ shareholders and customary closing conditions and regulatory approvals.