Exactech (Nasdaq: EXAC), a leading developer and producer of
orthopaedic implant devices and surgical instrumentation for
extremities and large joints, today announced that at a Special
Meeting of Shareholders held earlier today, Exactech’s shareholders
approved the previously announced merger agreement with TPG Capital
and certain of its affiliates, and approved the other two proposals
described in Exactech’s proxy statement relating to today’s
meeting.
Approximately 94.5% of voting Exactech shareholders cast their
votes in favor of the merger, representing approximately 73.7% of
Exactech’s outstanding common stock as of the record date for the
special shareholder meeting. The final results will be available on
a Current Report on Form 8-K, to be filed later this week by the
company.
Upon completion of the transaction, Exactech shareholders will
receive an amount in cash equal to $49.25 per share of Exactech
common stock. The transaction remains subject to customary closing
conditions and is expected to close on or around February 14, 2018,
at which time Exactech will become a private company and its common
stock will no longer trade on the NASDAQ. In addition, the
company’s common stock will cease to be registered under Section 12
of the Securities Exchange Act of 1934, as amended.
Advisors
Greenberg Traurig, P.A. (Miami) and Greenberg Traurig, LLP (NYC)
are acting as Exactech’s legal advisor. J.P. Morgan Securities LLC
is acting as financial advisor to Exactech. Ropes & Gray LLP is
acting as legal advisor to TPG Capital.
About Exactech
Based in Gainesville, Fla., Exactech develops and markets
orthopaedic implant devices, related surgical instruments and
biologic materials and services to hospitals and physicians. The
company manufactures many of its orthopaedic devices at its
Gainesville facility. Exactech’s orthopaedic products are used in
the restoration of bones and joints that have deteriorated as a
result of injury or diseases such as arthritis. Exactech markets
its products in the United States, in addition to more than 30
markets in Europe, Latin America, Asia and the Pacific. Additional
information about Exactech can be found at http://www.exac.com.
About TPG
TPG is a leading global alternative asset firm founded in 1992
with more than $73 billion of assets under management and offices
in Austin, Beijing, Boston, Dallas, Fort Worth, Hong Kong, Houston,
London, Luxembourg, Melbourne, Moscow, Mumbai, New York, San
Francisco, Seoul, and Singapore. TPG’s investment platforms are
across a wide range of asset classes, including private equity,
growth venture, real estate, credit, and public equity. TPG aims to
build dynamic products and options for its investors while also
instituting discipline and operational excellence across the
investment strategy and performance of its portfolio. For more
information, visit www.tpg.com.
Forward-Looking Statements
This press release includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements include, but are not
limited to, statements regarding Exactech’s proposed business
combination transaction with TPG Capital, all statements regarding
Exactech’s expected future financial position, results of
operations, cash flows, dividends, financing plans, business
strategy, budgets, capital expenditures, competitive positions,
growth opportunities, plans and objectives of management, and
statements containing the words such as “anticipate,”
“approximate,” “believe,” “plan,” “estimate,” “expect,” “project,”
“could,” “would,” “should,” “will,” “intend,” “may,” “potential,”
“upside,” and other similar expressions. All Statements in this
press release that are not historical facts, are forward-looking
statements that reflect the best judgment of Exactech based upon
currently available information.
Such forward-looking statements are inherently uncertain, and
shareholders and other potential investors must recognize that
actual results may differ materially from Exactech’s expectations
as a result of a variety of factors, including, without limitation,
those discussed below. Such forward-looking statements are based
upon management’s current expectations and include known and
unknown risks, uncertainties and other factors, many of which
Exactech is unable to predict or control, that may cause its actual
results, performance or plans to differ materially from any future
results, performance or plans expressed or implied by such
forward-looking statements. These statements involve risks,
uncertainties and other factors discussed below and detailed from
time to time in Exactech’s filings with the Securities and Exchange
Commission (the “SEC”).
Risks and uncertainties related to the proposed merger include,
but are not limited to, the potential adverse reactions or changes
to business relationships resulting from the announcement or
completion of the merger, uncertainties as to the timing of the
merger, adverse effects on Exactech’s stock price resulting from
the announcement of the merger or the failure of the merger to be
completed, competitive responses to the announcement of the merger,
the risk that regulatory, licensure or other approvals required for
the consummation of the merger are not obtained or are obtained
subject to terms and conditions that are not anticipated,
litigation relating to the merger, the inability to retain key
personnel, and any changes in general economic and/or
industry-specific conditions.
In addition to the factors set forth above, other factors that
may affect Exactech’s plans, results or stock price are set forth
in its most recent Annual Report on Form 10-K and in its
subsequently filed reports on Forms 10-Q and 8-K.
Many of these factors are beyond Exactech’s control. Exactech
cautions investors that any forward-looking statements made by it
are not guarantees of future performance. Exactech disclaims any
obligation to update any such factors or to announce publicly the
results of any revisions to any of the forward-looking statements
to reflect future events or developments.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20180213006414/en/
TPGLuke Barrett, 415-743-1550media@tpg.comorPriscilla Bennett,
352-377-1140media@exac.com
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