LEWISVILLE, Texas and CARLSBAD, Calif., Nov. 18, 2022 (GLOBE NEWSWIRE) — Orthofix (NASDAQ: OFIX), a world medical gadget firm with a spine and orthopedics focus, and SeaSpine (NASDAQ: SPNE), a world medical know-how firm centered on surgical options for the therapy of spinal issues, right now introduced that John Bostjancic will function Chief Monetary Officer (CFO) for the brand new mixed firm, efficient upon the completion of their pending merger.
Bostjancic at present serves because the CFO and Chief Working Officer of SeaSpine, roles he has held since 2015 and 2022 respectively. Beforehand, Bostjancic served as Treasurer and Senior Vice President from 2015 via 2022, and as appearing CFO of the SeaSpine enterprise inside Integra Life Sciences Holdings Company from 2014 via 2015; previous to that, he was the Senior Vice President of International Provide Chain at Integra. Earlier than becoming a member of Integra in 1999, he served on the accounting requirements staff at Merck & Co., Inc., a publicly traded healthcare firm. Bostjancic started his profession at PricewaterhouseCoopers in 1993. He holds a B.S. in accounting from the Faculty of New Jersey.
“John has been a key chief of SeaSpine relationship again to the profitable spin-out of the group in 2015. I’m assured his background and expertise within the medical gadget business coupled together with his cultural affect will profit the newly mixed firm as we proceed to develop,” stated Keith Valentine, President and CEO of SeaSpine. “I consider John is properly positioned to assist lead us via the profitable integration of the 2 firms, guaranteeing accountability throughout all ranges of the group, as we deal with the important thing initiatives that may drive development, scalability and shareholder worth.”
Doug Rice, present CFO of Orthofix, will present post-closing help with the mixing actions throughout a transition interval. Rice joined Orthofix in 2014 and was instrumental in constructing gifted groups and accelerating the corporate’s strategic development.
As introduced on October 11, 2022, Orthofix and SeaSpine agreed to mix in an all-stock merger of equals. The transaction is anticipated to shut within the first quarter of 2023 topic to Orthofix and SeaSpine shareholder approvals and different customary closing situations.
Orthofix Medical Inc. is a world medical gadget firm with a spine and orthopedics focus. The Firm’s mission is to ship progressive, quality-driven options whereas partnering with well being care professionals to enhance affected person mobility. Headquartered in Lewisville, Texas, Orthofix’s spine and orthopedics merchandise are distributed in additional than 60 international locations by way of the Firm’s gross sales representatives and distributors. For extra data, please go to www.orthofix.com.
SeaSpine (www.seaspine.com) is a world medical know-how firm centered on the design, improvement, and commercialization of surgical options for the therapy of sufferers affected by spinal issues. SeaSpine’s full procedural options characteristic its market-leading FLASH™ Navigation, a system designed to enhance accuracy of screw placement and supply a cheap, speedy, radiation-free answer to surgical navigation, and a complete portfolio of spinal implants and orthobiologics to satisfy the various mixtures of merchandise that neurosurgeons and orthopedic spine surgeons have to facilitate spinal fusion in degenerative, minimally invasive surgical procedure (MIS), and sophisticated spinal deformity procedures on the lumbar, thoracic and cervical spine. With product improvement experience in superior optics, software program, orthobiologic sciences and spinal implants, SeaSpine can supply its surgeon prospects an entire answer to satisfy their sufferers’ evolving scientific wants. SeaSpine at present markets its merchandise in the USA and in roughly 30 international locations worldwide.
This communication accommodates statements which, to the extent they don’t seem to be statements of historic or current truth, represent “forward-looking statements” below the securities legal guidelines. Every now and then, oral or written forward-looking statements can also be included in different data launched to the general public. These forward-looking statements are supposed to offer Orthofix’s and SeaSpine’s respective administration’s present expectations or plans for our future working and monetary efficiency, primarily based on assumptions at present believed to be legitimate. Ahead-looking statements might be recognized by means of phrases comparable to “consider,” “count on,” “expectations,” “plans,” “technique,” “prospects,” “estimate,” “undertaking,” “goal,” “anticipate,” “will,” “ought to,” “see,” “steering,” “outlook,” “assured,” “on monitor” and different phrases of comparable which means. Ahead-looking statements could embody, amongst different issues, statements referring to future gross sales, earnings, money circulate, outcomes of operations, makes use of of money, tax charges, R&D spend, different measures of economic efficiency, potential future plans, methods or transactions, credit score scores and web indebtedness, different anticipated advantages of the proposed merger, together with estimated synergies and price financial savings ensuing from the proposed merger, the anticipated timing of completion of the proposed merger, estimated prices related to such transaction and different statements that aren’t historic info. All forward-looking statements contain dangers, uncertainties and different elements that will trigger precise outcomes to vary materially from these expressed or implied within the forward-looking statements. For these statements, we declare the safety of the protected harbor for forward-looking statements contained within the U.S. Non-public Securities Litigation Reform Act of 1995. Such dangers, uncertainties and different elements embody, with out limitation: (1) the impact of financial situations within the industries and markets during which Orthofix and SeaSpine function within the U.S. and globally and any modifications therein, together with monetary market situations, fluctuations in commodity costs, rates of interest and international foreign money trade charges, and the degrees of market demand within the well being care segments during which our merchandise are bought and utilized; (2) challenges within the improvement, regulatory approval, commercialization, reimbursement, market acceptance, efficiency and realization of the anticipated advantages of recent merchandise of the mixed firm; (3) the scope, nature, impression or timing of the proposed merger, together with amongst different issues the mixing of the companies and realization of synergies and alternatives for development and innovation and incurrence of associated prices and bills; (4) future ranges of indebtedness, capital spending and analysis and improvement spending; (5) future availability of credit score and elements that will have an effect on such availability, together with credit score market situations and our capital construction; (6) delays and disruption in supply of supplies and companies from suppliers; (7) value discount efforts and restructuring prices and financial savings; (8) new enterprise and funding alternatives; (9) the power to appreciate the supposed advantages of organizational modifications; (10) the anticipated advantages of diversification and steadiness of operations throughout product traces, areas and industries; (11) the impact of modifications in political situations within the U.S. and different international locations during which Orthofix, SeaSpine and the companies of every function, together with the impact of modifications in U.S. healthcare insurance policies, on normal market situations within the close to time period and past; (12) the impact of modifications in tax, regulatory and different legal guidelines and laws within the U.S. and different international locations during which Orthofix, SeaSpine and the companies of every function; (13) unfavorable results of the announcement or pendency of the proposed merger in the marketplace value of Orthofix and/or SeaSpine’s respective widespread inventory and/or on their respective monetary efficiency; (14) the power of the events to obtain the required regulatory approvals for the proposed merger (and the danger that such approvals could outcome within the imposition of situations that might adversely have an effect on the mixed firm or the anticipated advantages of the transaction) and approvals of Orthofix’s and SeaSpine’s shareholders and to fulfill the opposite situations to the closing of the merger on a well timed foundation or in any respect; (15) the incidence of occasions that will give rise to a proper of 1 or each of the events to terminate the merger settlement; (16) dangers referring to the worth of the Orthofix shares to be issued within the proposed merger, important transaction prices and/or unknown liabilities; (17) the likelihood that the anticipated advantages from the proposed merger can’t be realized in full or in any respect or could take longer to appreciate than anticipated, together with dangers related to third social gathering contracts containing consent and/or different provisions that could be triggered by the proposed transaction; (18) dangers related to transaction-related litigation; (19) the likelihood that prices or difficulties associated to the mixing of Orthofix’s and SeaSpine’s operations will probably be larger than anticipated; (20) the power of the mixed firm to retain and rent key personnel; (21) the supposed qualification of the merger as a tax-free reorganization to Orthofix and SeaSpine shareholders for U.S. federal earnings tax functions; and (22) the impression of the proposed merger on the respective companies of Orthofix and SeaSpine. There might be no assurance that the proposed merger will actually be consummated within the method described or in any respect. For added data on figuring out elements that will trigger precise outcomes to range materially from these acknowledged in forward-looking statements, see the stories of Orthofix and SeaSpine on Varieties 10-Ok, 10-Q and 8-Ok filed with or furnished to the Securities and Trade Fee (the “SEC”) on occasion. Any forward-looking assertion speaks solely as of the date on which it’s made, and Orthofix and SeaSpine assume no obligation to replace or revise such assertion, whether or not because of new data, future occasions or in any other case, besides as required by relevant legislation.
Extra Details about the Proposed Transaction and The place to Discover It
In reference to the proposed transaction, Orthofix has filed with the SEC a registration assertion on Type S-4, which features a preliminary prospectus of Orthofix and a preliminary joint proxy assertion of Orthofix and SeaSpine (the “joint proxy assertion/prospectus”). Every social gathering additionally plans to file different related paperwork with the SEC concerning the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. A definitive joint proxy assertion/prospectus will probably be despatched to Orthofix’s shareholders and SeaSpine’s shareholders. Traders and securityholders could acquire a free copy of the joint proxy assertion/prospectus (if and when it turns into out there) and different related paperwork filed by Orthofix and SeaSpine with the SEC on the SEC’s web site at www.sec.gov. Copies of the paperwork filed by Orthofix with the SEC will probably be out there freed from cost on Orthofix’s web site at http://ir.orthofix.com/ or by contacting Orthofix’s Investor Relations at (214) 937-3190. Copies of the paperwork filed by SeaSpine with the SEC will probably be out there freed from cost on SeaSpine’s web site at http://investor.seaspine.com/ or by contacting SeaSpine’s Investor Relations at (415) 937-5402.
Orthofix and SeaSpine and their respective administrators, government officers and different members of administration and staff could also be deemed to be contributors within the solicitation of proxies in respect of the proposed transaction. Details about administrators and government officers of Orthofix is offered within the Orthofix proxy assertion for its 2022 Annual Assembly, which was filed with the SEC on April 27, 2022. Details about administrators and government officers of SeaSpine is offered within the SeaSpine proxy assertion for its 2022 Annual Assembly, which was filed with the SEC on April 22, 2022. Different data concerning the contributors within the proxy solicitation and an outline of their direct and oblique pursuits, by safety holdings or in any other case, will probably be contained within the joint proxy assertion/prospectus and different related supplies filed with the SEC concerning the proposed transaction after they turn out to be out there. Traders ought to learn the joint proxy assertion/prospectus fastidiously when it turns into out there earlier than making any voting or funding choices. Traders could acquire free copies of those paperwork from Orthofix and SeaSpine as indicated above.
This communication and the data contained herein shall not represent a suggestion to promote or the solicitation of a suggestion to purchase any securities, nor shall there be any sale of securities in any jurisdiction during which such supply, solicitation or sale could be illegal previous to registration or qualification below the securities legal guidelines of any such jurisdiction. No providing of securities shall be made besides via a prospectus assembly the necessities of Part 10 of the Securities Act of 1933, as amended.