As previously disclosed, Orthofix Medical Inc. (“Orthofix”) recently 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. Following a comprehensive and thorough review and evaluation, the Orthofix board unanimously determined that Orthofix’s pending
stock-for-stock merger transaction with SeaSpine Holdings Corporation (“SeaSpine”) continued to be in the best interests of Orthofix and its stockholders and
reaffirmed to stockholders its recommendation in favor of the SeaSpine merger transaction. The Orthofix board further unanimously determined that it was 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.
On December 2, 2022, Orthofix received a follow-up, unsolicited and non-binding indication of interest letter from the same two private equity fund sponsors to acquire all of the outstanding equity of Orthofix for
$24.00 per share in cash. The revised letter reiterated the same contingencies provided in the prior letter, but stated that the sponsors are willing to provide, at the time of execution of a definitive agreement, equity commitments from the
sponsors that would backstop the full purchase price. The letter further stated that the sponsors seek to validate the assumptions underlying their proposal through their confirmatory due diligence review, and would consider further enhancing the
value of the proposal if warranted by the outcome of that review.
On December 3, 2022, the Orthofix board held a meeting to review
and evaluate the revised indication of interest, in consultation with legal and financial advisors. 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 revised 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,
