WARSAW, Ind., July 13, 2016 /PRNewswire/ -- Zimmer Biomet
Holdings, Inc. (NYSE and SIX: ZBH) (Zimmer Biomet) today announced
that it has successfully completed its offer to purchase all
outstanding shares of the common stock of LDR Holding Corporation
(NASDAQ: LDRH) (LDR) for $37.00 per
share, net to the seller in cash, without interest, less any
deductions or withholding of taxes required by applicable law.
The tender offer expired at midnight, New York City time, on July 13, 2016. As of the expiration of the
tender offer, 24,278,729 shares of LDR common stock had been
validly tendered and not properly withdrawn (excluding shares of
LDR common stock tendered pursuant to guaranteed delivery
procedures that have not yet been "received," as such term is
defined in Section 251(h) of the General Corporation Law of the
State of Delaware), representing
approximately 82.7% percent of the outstanding shares of LDR common
stock. As of the expiration of the tender offer, Notices of
Guaranteed Delivery had been delivered for 1,826,189 shares of LDR
common stock, representing approximately 6.2% percent of the
outstanding shares of LDR common stock. All conditions to the
tender offer have been satisfied and Zimmer Biomet has accepted for
payment, and will promptly pay the depositary for, all validly
tendered shares that have not been properly withdrawn.
David Dvorak, President and CEO
of Zimmer Biomet, commented, "We are excited to officially welcome
LDR to the Zimmer Biomet family. Together with LDR, Zimmer
Biomet will be a leader in the $10
billion global Spine market and well-positioned in the fast
growing cervical disc replacement segment. Importantly, this
combination is consistent with our goal of driving meaningful
growth across all musculoskeletal markets with innovative products,
technologies and services that enhance patient outcomes."
Zimmer Biomet expects to complete the acquisition of LDR later
today through a merger without a vote or meeting of LDR's
stockholders pursuant to Section 251(h) of the General Corporation
Law of the State of Delaware. All remaining shares of LDR
common stock not purchased in the tender offer (other than treasury
shares held by LDR, any shares owned by Zimmer Biomet, LH Merger
Sub, Inc. or any direct or indirect subsidiary of Zimmer Biomet or
LDR and any shares held by any LDR stockholder who has properly
demanded appraisal rights) will be converted into the right to
receive the same per share consideration of $37.00 in cash, without interest, less any
deductions or withholding of taxes required by applicable law, that
will be paid in the tender offer. Upon completion of the
merger, LDR will become an indirect wholly owned subsidiary of
Zimmer Biomet. LDR common stock will no longer be listed on
the NASDAQ Global Select Market.
As previously announced, the addition of LDR will create a
differentiated and comprehensive Spine technology portfolio,
enhancing Zimmer Biomet's innovation leadership in musculoskeletal
healthcare. Zimmer Biomet's Spine & CMF category will be
led by Adam Johnson, Zimmer Biomet
Group President, Spine, CMF and Thoracic, and Dental.
Christophe Lavigne, Co-Founder,
Chairman, President and CEO of LDR and Patrick Richard, Co-Founder of LDR and Executive
Vice President and General Manager of LDR Médical, are committed to
driving the benefits of this transaction and will remain with the
company in key leadership positions within the global Spine
business. To leverage talent and product expertise from both
companies, Zimmer Biomet plans to complement the Spine business
headquarters in Broomfield,
Colorado by maintaining a significant presence in LDR's
strong technology hubs of Austin,
Texas and Troyes, France.
Goldman, Sachs & Co. acted as financial advisor to Zimmer
Biomet and White & Case LLP acted as legal advisor to Zimmer
Biomet in connection with this transaction.
About Zimmer Biomet
Founded in 1927 and headquartered in Warsaw, Indiana, Zimmer Biomet is a global
leader in musculoskeletal healthcare. We design, manufacture and
market orthopaedic reconstructive products; sports medicine,
biologics, extremities and trauma products; spine, bone healing,
craniomaxillofacial and thoracic products; dental implants; and
related surgical products.
We collaborate with healthcare professionals around the globe to
advance the pace of innovation. Our products and solutions help
treat patients suffering from disorders of, or injuries to, bones,
joints or supporting soft tissues. Together with healthcare
professionals, we help millions of people live better lives.
We have operations in more than 25 countries around the world
and sell products in more than 100 countries. For more information,
visit www.zimmerbiomet.com or follow Zimmer Biomet on
Twitter at www.twitter.com/zimmerbiomet.
Cautionary Statement Regarding Forward-Looking
Statements
This release may contain forward-looking statements related
to Zimmer Biomet, LDR and the acquisition of LDR by Zimmer Biomet.
All statements other than statements of historical fact are, or may
be deemed to be, forward-looking statements. These
forward-looking statements are based on the current expectations
and beliefs of management and are subject to certain known and
unknown risks and uncertainties that could cause actual results to
differ materially from those described in the forward-looking
statements. Risks and uncertainties include, among other
things, risks related to the satisfaction of the conditions to
closing the merger; the ability to realize the anticipated benefits
of the acquisition, including the possibility that the expected
benefits from the proposed acquisition will not be realized or will
not be realized within the expected time period; the risk that the
businesses will not be integrated successfully; disruption from the
transaction making it more difficult to maintain business and
operational relationships; negative effects of the acquisition on
the market price of Zimmer Biomet common stock and on Zimmer
Biomet's operating results; significant transaction costs; unknown
liabilities; other business effects, including the effects of
industry, market, economic, political or regulatory conditions;
future exchange rates and interest rates; changes in tax and other
laws, regulations and policies; future business combinations or
disposals; the uncertainties inherent in research and development;
and competitive developments. Readers are cautioned not to
place undue reliance on any of these forward-looking
statements. These forward-looking statements speak only as of
the date hereof. Zimmer Biomet undertakes no obligation to update
any of these forward-looking statements as the result of new
information or to reflect events or circumstances after the
date of this release or to reflect actual outcomes. A further
description of risks and uncertainties relating to Zimmer Biomet
can be found in its Annual Report on Form 10-K for the
fiscal year ended December 31, 2015 and in its subsequent
Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K, all of which are filed with the U.S. Securities
and Exchange Commission (the "SEC") and available
at www.sec.gov.
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SOURCE Zimmer Biomet Holdings, Inc.