Orthofix and SeaSpine Announce Completion of Merger of Equals to Create a Leading Global Spine and Orthopedics Company

January 4, 2023

LEWISVILLE, Texas–(BUSINESS WIRE)–Orthofix Medical Inc. (NASDAQ: OFIX) and SeaSpine Holdings Company at the moment introduced the profitable completion of their beforehand introduced merger of equals following the approval of every firm’s stockholders at respective particular conferences of stockholders held at the moment. Of votes forged, 99% of SeaSpine widespread shares had been voted in approval of the merger, and 98% of Orthofix widespread shares had been voted in approval of the merger.

The merger will formally turn into efficient as of 12:01 a.m. Japanese Normal Time on January 5, 2023, at which era, below the phrases of the merger, a wholly-owned subsidiary of Orthofix will merge with and into SeaSpine, with SeaSpine persevering with because the surviving firm and a wholly-owned subsidiary of Orthofix. SeaSpine shares will stop buying and selling on the Nasdaq International Choose Market at 8:00 p.m. Japanese Normal Time at the moment, and holders of SeaSpine widespread inventory will obtain 0.4163 shares of Orthofix widespread inventory for every share of SeaSpine widespread inventory owned. Orthofix, as the company dad or mum entity within the mixed firm construction, will proceed to commerce on NASDAQ below the image “OFIX.” The mixed firm might be renamed at a later date and till then will proceed to be often known as Orthofix Medical Inc.

The mixed Orthofix is a number one international spine and orthopedics firm with a complementary portfolio of biologics, progressive spinal {hardware} options, market-leading bone progress therapies, specialised orthopedic options and a number one surgical navigation system. The Firm has roughly 1,600 workers, merchandise distributed in 68 international locations world-wide, and a world R&D, industrial and manufacturing footprint.

“The completion of this merger catalyzes our ambition to be an trade chief in spine and orthopedics,” mentioned Keith Valentine, President and CEO of Orthofix efficient as of the closing. “I’m privileged to steer this proficient staff and excited for all the alternatives that lie forward. Collectively we’re stronger and higher positioned to ship progressive, quality-driven options for surgeons of their work to enhance sufferers’ lives.”

Jon Serbousek, Government Chairman of the mixed firm’s Board of Administrators, mentioned, “With broad, differentiated applied sciences, in depth industrial attain and a robust monetary profile, we count on our mixed firm to drive significant market share beneficial properties, sustainable progress and worth creation. We look ahead to setting new requirements of innovation and delivering on the numerous advantages we count on to offer for our shareholders, surgeons and workers.”

Board of Administrators and Government Management Staff

Efficient as of the closing of the merger, Orthofix’s nine-member Board of Administrators contains:

Jon Serbousek, Government Chairman (most just lately President and CEO, Orthofix)
Keith Valentine, Director, President and CEO (most just lately President and Chief Government Officer, SeaSpine)
Catherine Burzik, Lead Unbiased Director (former President, and CEO, Kinetic Ideas, Inc.)
Stuart Essig, Ph.D., Unbiased Director (Managing Director, Prettybrook Companions LLC)
Jason Hannon, Unbiased Director (President, and CEO, Mainstay Medical Worldwide plc)
John Henneman, III, Unbiased Director (former Chief Monetary Officer, Integra Lifesciences Holdings)
James Hinrichs, Unbiased Director (Co-Founder, Atmas Health)
Shweta Singh Maniar, Unbiased Director (International Chief, Healthcare & Life Science Options and Technique, Google Cloud)
Michael Paolucci, Unbiased Director (Government Vice President, Chief Individuals Officer, Mirati Therapeutics)

Along with Mr. Valentine, beforehand introduced members of the mixed firm’s govt management staff embrace:

Suzanne Armstrong, Chief Human Sources Officer
John Bostjancic, Chief Monetary Officer
Roberto Donadello, Senior Vice President, International Operations
Kim Elting, President, International Orthopedics
Ehab Esmail, Senior Vice President, International High quality, Regulatory and Medical Affairs
Kevin Kenny, President, International Backbone
Patrick Keran, Chief Authorized Officer
Tyler Lipschultz, President, International Biologics
Beau Standish, President, International Enabling Applied sciences

Concerning the Mixed Firm

The newly merged Orthofix-SeaSpine group is a number one international spine and orthopedics firm with a complete portfolio of biologics, progressive spinal {hardware}, bone progress therapies, specialised orthopedic options and a number one surgical navigation system. Its merchandise are distributed in 68 international locations worldwide.

The Firm is headquartered in Lewisville, Texas, and has main workplaces in Carlsbad, CA, with a deal with spinal product innovation and surgeon schooling, and Verona, Italy, with an emphasis on product innovation, manufacturing, and medical schooling for Orthopedics. The mixed firm’s international R&D, industrial and manufacturing footprint additionally contains services and workplaces in Irvine, CA, Toronto, Canada, Sunnyvale, CA, Wayne, PA, Olive Department, MS, Maidenhead, UK, Munich, Germany, Paris, France and Sao Paulo, Brazil.

Inducement Grants Associated to Merger with SeaSpine

As inducements to enter into employment with Orthofix and its subsidiaries following the merger with SeaSpine, Mr. Valentine, Mr. Bostjancic and Mr. Keran are respectively being granted restricted inventory models that settle into 140,515; 35,128; and 35,128 shares of Orthofix widespread inventory, and choices to buy 338,264; 84,566; and 84,566 shares of Orthofix widespread inventory, and 64 further workers becoming a member of from SeaSpine are within the mixture being granted restricted inventory models that settle into 244,362 shares of Orthofix widespread inventory and choices to buy 369,644 shares of Orthofix widespread inventory. All awards vest over three years, with the primary one-third tranche of every award vesting on the primary anniversary of grant, and are conditioned on the relevant worker’s continued service with Orthofix and its subsidiaries by the relevant vesting dates. The grants, which had been authorized by the Compensation & Expertise Growth Committee of Orthofix’s Board of Administrators (as constituted previous to the merger), are being made efficient as of January 5, 2023 below a standalone inducement plan authorized pursuant to Nasdaq Market Rule 5635(c)(4), however on phrases considerably the identical as grants made within the abnormal course below the Firm’s 2012 Lengthy Time period Incentive Plan, as amended.

Advisors

Perella Weinberg Companions LP served as monetary advisor to Orthofix, and Hogan Lovells US LLP served as its authorized counsel. Piper Sandler & Co. served as monetary advisor to SeaSpine, and DLA Piper LLP (US) served as its authorized counsel.

Ahead-Wanting Statements

This press launch contains forward-looking statements inside the which means of Part 21E of the Securities Trade Act of 1934, as amended, and Part 27A of the Securities Act of 1933, as amended. In some circumstances, you possibly can determine forward-looking statements by terminology equivalent to “could,” “will,” “ought to,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “tasks,” “intends,” “predicts,” “potential,” or “proceed” or different comparable terminology. Ahead-looking statements on this press launch embrace, however aren’t restricted to, statements about the advantages of the merger that mixes SeaSpine Holdings Company with and into Orthofix Medical Inc.; the mixed firm’s progress alternatives, path for profitability and long-term worth for stockholders and its future monetary outlook, together with future revenues and value synergies. Every forward-looking assertion contained on this press launch is topic to dangers and uncertainties that would trigger precise outcomes to vary materially from these expressed or implied by such assertion. Relevant dangers and uncertainties embrace, amongst others, the failure to combine the companies and notice synergies and cost-savings from the transaction or delay in realization thereof; working prices and enterprise disruption following the transaction, together with antagonistic results on worker retention and on enterprise relationships with third events; transaction prices; precise or contingent liabilities; the adequacy of the mixed firm’s capital sources; different enterprise results, together with the results of trade, financial or political situations outdoors of the mixed firm’s management; failure to realize the anticipated advantages of recent merchandise, and the dangers recognized below the heading “Danger Components” in Orthofix Medical Inc.’s Annual Report on Type 10-Ok for the fiscal yr ended December 31, 2021, which was filed with the SEC on February 25, 2022, and SeaSpine Holdings Company’s Annual Report on Type 10-Ok for the fiscal yr ended December 31, 2021, filed with the SEC on March 15, 2022, in addition to each corporations’ subsequent Quarterly Experiences on Type 10-Q and different info filed by every firm with the SEC. Buyers mustn’t place appreciable reliance on the forward-looking statements contained on this press launch. You’re inspired to learn Orthofix’s and SeaSpine’s previous filings with the SEC, in addition to Orthofix’s present and future filings (as dad or mum within the mixed firm construction), accessible at www.sec.gov, for a dialogue of those and different dangers and uncertainties. The forward-looking statements on this press launch converse solely as of the date of this launch, and Orthofix undertakes no obligation to replace or revise any of those statements. The mixed firm’s enterprise is topic to substantial dangers and uncertainties, together with these referenced above. Buyers, potential buyers, and others ought to give cautious consideration to those dangers and uncertainties. Any forward-looking assertion speaks solely as of the date hereof, until it’s particularly in any other case said to be made as of a unique date. We undertake no obligation to replace, and expressly disclaim any obligation to replace, our forward-looking statements, whether or not because of circumstances or occasions that come up after the date hereof, new info, or in any other case.