Align Technology Announces $200 Million Accelerated Stock Repurchase Agreement Under Its $1 Billion Repurchase Program
31 October 2022 - 11:51PM
Business Wire
CEO Joe Hogan intends to personally purchase
an additional $2.0 million of Align’s common stock following his
prior $2 million purchase in May 2022
Align Technology, Inc. (“Align”) (Nasdaq: ALGN), a leading
global medical device company that designs, manufactures, and sells
the Invisalign® system of clear aligners, iTero™ intraoral
scanners, and exocad™ CAD/CAM software for digital orthodontics and
restorative dentistry, today announced that it has entered into a
new accelerated stock repurchase agreement ("ASR") with Goldman
Sachs & Co. LLC, to repurchase $200 million of Align's common
stock under Align’s $1.0 billion stock repurchase program announced
on May 13, 2021. In addition to the ASR, Joe Hogan, president and
CEO, intends to personally purchase $2.0 million of Align’s common
stock, in addition to his $2.0 million purchase in May 2022.
Under the terms of the ASR, Align will receive an initial
delivery of approximately 849 thousand shares. The final number of
shares to be repurchased will be based on Align's volume-weighted
average stock price during the term of the ASR, less an agreed upon
discount. The ASR transaction will be funded with Align's cash on
hand and is expected to be completed by approximately February 1,
2023. As of September 30, 2022, Align had approximately 78.2
million shares outstanding and $1.1 billion in cash, cash
equivalents, and short-term and long-term marketable
securities.
As of September 30, 2022, Align has repurchased 1,321 thousand
shares of its common stock with an average price of $416.39 for a
total of approximately $550 million under its May 2021 $1.0 Billion
Repurchase Program. After this current ASR, there will be
approximately $250 million remaining available under the
Program.
“I am confident in the incredible under-penetrated market
opportunity for digital orthodontics and restorative dentistry and
the long-term value of Align,” said Joe Hogan, president and CEO.
“Regardless of the operating environment, we are committed to
balancing investments to drive growth and long-term strategic
priorities that will transform the practice of dentistry and
strengthen our business. We will continue to invest in digital
solutions and demand creation to help doctors and their patients,
while working through the global macroeconomic challenges
together.”
“We're pleased to announce a new $200 million accelerated stock
repurchase agreement that reflects our commitment to increasing
stockholder value and returning capital to our stockholders through
stock repurchase programs, while simultaneously investing in our
strategic growth drivers,” said John Morici, executive vice
president, finance and CFO. “We are well capitalized to continue
managing through these challenging market conditions with a strong
balance sheet including over $1 billion in cash and investments, a
healthy cash flow position, and zero long-term debt. We will
continue to focus on those matters that have been central to our
historically successful business strategies by managing those
things within our control. This includes maintaining fiscal
controls and focused delivery on our business model so that we are
positioned for success once this difficult operating environment
ultimately abates.”
About Align Technology,
Inc.
Align Technology designs and manufactures the Invisalign®
system, the most advanced clear aligner system in the world, iTero™
intraoral scanners and services, and exocad™ CAD/CAM software.
These technology building blocks enable enhanced digital
orthodontic and restorative workflows to improve patient outcomes
and practice efficiencies for over 234 thousand doctor customers
and is key to accessing Align’s 500 million consumer market
opportunity worldwide. Over the past 25 years, Align has helped
doctors treat 14 million patients with the Invisalign system and is
driving the evolution in digital dentistry through the Align
Digital Platform™, our integrated suite of unique, proprietary
technologies and services delivered as a seamless, end-to-end
solution for patients and consumers, orthodontists and GP dentists,
and lab/partners. Visit www.aligntech.com for more information.
For additional information about the Invisalign system or to
find an Invisalign trained doctor in your area, please visit
www.invisalign.com. For additional information about the iTero
digital scanning system, please visit www.itero.com. For additional
information about exocad dental CAD/CAM offerings and a list of
exocad reseller partners, please visit www.exocad.com.
Invisalign, iTero, exocad, Align, Align Digital Platform, Smile
Architect, Invisalign Go, and ClinCheck are trademarks of Align
Technology, Inc.
Forward-Looking
Statements
This news release contains forward-looking statements including
statements regarding the expected completion date of the ASR
transaction, the number of shares of common stock that will be
repurchased, Align's expectation that it will finance the ASR
transaction with cash on hand as well as other statements regarding
the ASR, the anticipated amount and timing of purchases of stock by
Align's President and CEO, management's beliefs regarding market
opportunities, current and future market conditions and Align's
value, and management's financial and strategic goals and Align's
ability to achieve to them. Forward-looking statements contained in
this news release relating to expectations about future events or
results are based upon information available to Align as of the
date hereof. Readers are cautioned that these forward-looking
statements are only predictions and are subject to risks,
uncertainties and assumptions that are difficult to predict. As a
result, actual results may differ materially and adversely from
those expressed in any forward-looking statement.
Factors that might cause such a difference include, but are not
limited to:
- macroeconomic conditions, including inflation, fluctuations in
currency exchange rates, rising interest rates, market volatility,
weakness in general economic conditions and recessions and the
impact of efforts by central banks and federal, state and local
governments to combat inflation and recession;
- customer and consumer purchasing behavior and changes in
consumer spending habits as a result of, among other things,
prevailing macroeconomic conditions, levels of employment, salaries
and wages, inflationary pressure, declining consumer confidence,
and the military conflict in Ukraine;
- the impact of the COVID-19 pandemic and its variants on the
health and safety of our employees, customers, patients, and our
suppliers, as well as the physical and economic impacts of the
various recommendations, orders, and protocols issued by local and
national governmental agencies in light of continual evolution of
the pandemic, including any periodic reimplementation of
preventative measures in various global locations;
- the economic and geopolitical ramifications of the military
conflict in Ukraine, including sanctions, retaliatory sanctions,
nationalism, supply chain disruptions and other consequences, any
of which may or will continue to adversely impact our operations
and research and development activities inside and outside of
Russia;
- the timing and availability and cost of raw materials,
components, products and other shipping and supply chain
constraints;
- unexpected or rapid changes in the growth or decline of our
domestic and/or international markets;
- competition from existing and new competitors;
- rapidly evolving and groundbreaking advances that fundamentally
alter the dental industry or the way new and existing customers
market and provide products and services to consumers;
- the ability to protect our intellectual property rights;
- continued compliance with regulatory requirements;
- declines in, or the slowing of the growth of, sales of our
clear aligners and intraoral scanners domestically and/or
internationally and the impact either would have on the adoption of
Invisalign products;
- the willingness and ability of our customers to maintain and/or
increase product utilization in sufficient numbers;
- the possibility that the development and release of new
products or enhancements to existing products do not proceed in
accordance with the anticipated timeline or may themselves contain
bugs, errors or defects in software or hardware requiring
remediation and that the market for the sale of these new or
enhanced products may not develop as expected;
- a tougher consumer demand environment in China generally,
especially for manufacturers and service providers whose
headquarters or primary operations are not based in China;
- the risks relating to our ability to sustain or increase
profitability or revenue growth in future periods (or minimize
declines) while controlling expenses;
- expansion of our business and products;
- the impact of excess or constrained capacity at our
manufacturing and treat operations facilities and pressure on our
internal systems and personnel; and
- the compromise of our systems or networks, including any
customer and/or patient data contained therein, for any
reason.
The foregoing and other risks are detailed from time to time in
our periodic reports filed with the Securities and Exchange
Commission, including, but not limited to, our Annual Report on
Form 10-K for the year ended December 31, 2021, which was filed
with the Securities and Exchange Commission on February 25, 2022
and our Quarterly Report on Form 10-Q for the quarter ended June
30, 2022, which was filed with the SEC on August 4, 2022. Align
undertakes no obligation to revise or update publicly any
forward-looking statements for any reason.
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Align Technology Madelyn Valente
(909) 833-5839 mvalente@aligntech.com
Zeno Group Sarah Johnson (828)
551-4201 sarah.johnson@zenogroup.com
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