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Alphatec Spine Agrees to Acquire Scient'x Groupe SAS BY EDITOR, DECEMBER 17, 2009
Alphatec Holdings, Inc. (Nasdaq:ATEC), the parent company of Alphatec Spine, Inc., a medical device company that designs, develops, manufactures and markets products for the surgical treatment of spine disorders, with a focus on treating conditions affecting the aging spine, announced today that it has entered into a definitive agreement to acquire Scient'x Groupe SAS, a spinal implant company headquartered in France.
The transaction is structured as an all stock transaction such that 100% of outstanding Scient'x stock will be exchanged pursuant to a fixed ratio for 24 million shares of the Company's common stock. On a pro forma basis, current Alphatec shareholders will own approximately 69% of the combined company and approximately 31% will be held by current Scient'x shareholders. The transaction is currently expected to close by the end of the first quarter of 2010 and is subject to the approval of the Company's shareholders. Subject to the closing of the transaction, the Company expects 2010 pro forma full-year revenues to be in a range of $220 million to $225 million, and pro forma full-year 2010 adjusted EBITDA to be in a range of $32 million to $35 million. The transaction is expected to be neutral to slightly positive to 2010 EPS and accretive to 2011 EPS, excluding amortization of intangible assets, transaction expenses and related restructuring charges. The Company has absorbed transaction-related costs that had a negative impact to EPS in the third quarter and are expected to negatively impact previously issued EPS guidance for the fourth quarter of 2009. The Company also expects to absorb additional transaction-related expenses in the first quarter of 2010.
The combined company will create the third-largest independent spinal company with a global span of product distribution. Scient'x is the largest privately held independent spine company outside of the United States with product distribution in over 50 countries.
The transaction was unanimously approved by a Special Committee of independent members of the Company's Board of Directors. Following such approval by the Special Committee, the Company's Board of Directors unanimously approved the acquisition agreement. Thomas Weisel Partners LLC acted as exclusive financial advisor to the Special Committee and provided a fairness opinion to the Board of Directors that the transaction was fair to the Company from a financial point of view as of the date of this press release. DLA Piper LLP (US) acted as independent counsel to the Special Committee.
The Company believes that the strategic merit of the combined business includes the following benefits to its shareholders:
* Increases scale and global presence in all major geographic markets
Both the Company and Scient'x operate in the high growth spinal implant market. The worldwide spinal implant market in 2009 is estimated to be $8.5 to $9.0 billion with a long-term growth rate that is estimated to be between 10% and 12%.
"We believe that Scient'x is a perfect complementary strategic fit for Alphatec Spine," stated Dirk Kuyper, Alphatec Spine's President and Chief Executive Officer. Mr. Kuyper continued, "Besides the significant cost and revenue synergies the acquisition offers, Alphatec Spine will now have the opportunity to reach 50 international markets with our aging spine and core fusion technologies. This transaction moves us into position to be able to become one of the top global spine companies."
"I am pleased to have the opportunity to work closely with Oliver Burckhardt again, following our time together at Aesculap Inc. He will be instrumental in overseeing our international sales efforts and will lead the strategic marketing direction of the combined company. We believe that the combination of Alphatec Spine and Scient'x creates a complete and broad product portfolio with differentiated products addressing underserved markets with disruptive technologies," continued Mr. Kuyper.
"I am excited to be joining the Alphatec Spine team," stated Oliver Burckhardt, Scient'x's President and Chief Executive Officer. "We believe that the combined product portfolio will be among the most innovative of any spine company in the market," Mr. Burckhardt continued, "At Scient'x, we have created a global distribution network in over 50 countries with an excellent history of broad surgeon training and education that will help to drive shareholder value. We look forward to introducing Alphatec Spine's products to our customers as well as leveraging Alphatec Spine's strong U.S. presence with Scient'x's technology."