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Orthofix and SeaSpine Stockholders Approve Merger
Orthofix Medical Inc. (NASDAQ:OFIX) and SeaSpine Holdings Corporation today announced the successful completion of their previously announced merger of equals following the approval of each company's stockholders at respective special meetings of stockholders held today. Of votes cast, 99% of SeaSpine common shares were voted in approval of the merger, and 98% of Orthofix common shares were voted in approval of the merger.
This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20230104005893/en/
The merger will officially become effective as of 12:01 a.m. Eastern Standard Time on January 5, 2023, at which time, under the terms of the merger, a wholly-owned subsidiary of Orthofix will merge with and into SeaSpine, with SeaSpine continuing as the surviving company and a wholly-owned subsidiary of Orthofix. SeaSpine shares will cease trading on the Nasdaq Global Select Market at 8:00 p.m. Eastern Standard Time today, and holders of SeaSpine common stock will receive 0.4163 shares of Orthofix common stock for each share of SeaSpine common stock owned. Orthofix, as the corporate parent entity in the combined company structure, will continue to trade on NASDAQ under the symbol "OFIX." The combined company will be renamed at a later date and until then will continue to be known as Orthofix Medical Inc.
The combined Orthofix is a leading global spine and orthopedics company with a complementary portfolio of biologics, innovative spinal hardware solutions, market-leading bone growth therapies, specialized orthopedic solutions and a leading surgical navigation system. The Company has approximately 1,600 employees, products distributed in 68 countries world-wide, and a global R&D, commercial and manufacturing footprint.
"The completion of this merger catalyzes our ambition to be an industry leader in spine and orthopedics," said Keith Valentine, President and CEO of Orthofix effective as of the closing. "I'm privileged to lead this talented team and excited for all of the opportunities that lie ahead. Together we are stronger and better positioned to deliver innovative, quality-driven solutions for surgeons in their work to improve patients' lives."
Jon Serbousek, Executive Chairman of the combined company's Board of Directors, said, "With broad, differentiated technologies, extensive commercial reach and a strong financial profile, we expect our combined company to drive meaningful market share gains, sustainable growth and value creation. We look forward to setting new standards of innovation and delivering on the many benefits we expect to provide for our shareholders, surgeons and employees."
Board of Directors and Executive Leadership Team
Effective as of the closing of the merger, Orthofix's nine-member Board of Directors includes:
In addition to Mr. Valentine, previously announced members of the combined company's executive leadership team include:
About the Combined Company
The newly merged Orthofix-SeaSpine organization is a leading global spine and orthopedics company with a comprehensive portfolio of biologics, innovative spinal hardware, bone growth therapies, specialized orthopedic solutions and a leading surgical navigation system. Its products are distributed in 68 countries worldwide.
The Company is headquartered in Lewisville, Texas, and has primary offices in Carlsbad, CA, with a focus on spinal product innovation and surgeon education, and Verona, Italy, with an emphasis on product innovation, production, and medical education for Orthopedics. The combined company's global R&D, commercial and manufacturing footprint also includes facilities and offices in Irvine, CA, Toronto, Canada, Sunnyvale, CA, Wayne, PA, Olive Branch, MS, Maidenhead, UK, Munich, Germany, Paris, France and Sao Paulo, Brazil.
Inducement Grants Related 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 stock units that settle into 140,515; 35,128; and 35,128 shares of Orthofix common stock, and options to purchase 338,264; 84,566; and 84,566 shares of Orthofix common stock, and 64 additional employees joining from SeaSpine are in the aggregate being granted restricted stock units that settle into 244,362 shares of Orthofix common stock and options to purchase 369,644 shares of Orthofix common stock. All awards vest over three years, with the first one-third tranche of each award vesting on the first anniversary of grant, and are conditioned on the applicable employee's continued service with Orthofix and its subsidiaries through the applicable vesting dates. The grants, which were approved by the Compensation & Talent Development Committee of Orthofix's Board of Directors (as constituted prior to the merger), are being made effective as of January 5, 2023 under a standalone inducement plan approved pursuant to Nasdaq Marketplace Rule 5635(c)(4), but on terms substantially the same as grants made in the ordinary course under the Company's 2012 Long Term Incentive Plan, as amended.
