RTI Surgical Holdings, Inc.® Announces Second Amendment to Equity Purchase Agreement
28 April 2020 - 6:30AM
RTI Surgical Holdings, Inc. (Nasdaq: RTIX), a global surgical
implant company, today announces a second amendment to its
definitive agreement for the sale of RTI Surgical Holdings’ OEM
business to Montagu Private Equity LLP (‘Montagu’), a leading
European private equity firm.
Second Amendment Overview
- Reduces the cash purchase price from $480,000,000 to
$440,000,000
- Eliminates the provision which granted RTI certain rollover
securities in RTI OEM, LLC valued at $10,000,000
- Extends the outside date for closing the transaction from July
13, 2020 to August 31, 2020
- The RTI Surgical Holdings Board of Directors unanimously
approved the amendment
- Piper Sandler & Co. provided a fairness opinion in
connection with the transaction
“Despite the current challenging operating
environment, we are pleased to have amended the definitive
agreement to provide RTI additional time to satisfy its
obligations,” said Camille Farhat, President and CEO, RTI Surgical
Holdings. “We remain excited about the opportunity for RTI to
become a pure-play spine company while allowing the OEM business to
grow and develop as a stand-alone business. We look forward to
working with Montagu to close the transaction in a timely
manner.”
On March 3, 2020, the Company announced the
expiration of the Hart-Scott-Rodino waiting period and on April 23,
2020, RTI and Montagu received written notice from the Committee on
Foreign Investment in the U.S. that it had completed its review of
the transaction. Accordingly, other than the approval of RTI’s
stockholders, all transaction approvals have been obtained. RTI
continues to work towards filing its Form 10-K for the fiscal year
ended December 31, 2019, and an amendment to its Form 10-K for the
fiscal year ended December 31, 2018.
About RTI Surgical Holdings, Inc.
RTI Surgical Holdings is a leading global
surgical implant company providing surgeons with safe biologic,
metal and synthetic implants. Committed to delivering a higher
standard, RTI’s implants are used in sports medicine, plastic
surgery, spine, orthopedic and trauma procedures and are
distributed in over 50 countries. RTI has four manufacturing
facilities throughout the U.S. and Europe. RTI is accredited in the
U.S. by the American Association of Tissue Banks and is a member of
AdvaMed. For more information, please visit www.rtix.com.
Connect with us on LinkedIn and Twitter.
About Montagu
Montagu Private Equity is one of Europe’s
leading private equity firms and has been investing in businesses
for over fifty years. Montagu’s investment strategy is focused on
partnership with management in buyouts of high-quality companies
operating in stable and growing sectors, providing products and
services that their customers would otherwise badly miss. It
develops a shared strategic vision with management and then
provides the necessary financial, strategic and operational
resources to help realize that vision and support growth. The firm
currently has assets under management of approximately €4.3
billion. Montagu partners with companies with enterprise values
between €200 million and €1 billion and has made over 400
investments over the last fifty years. For additional information
on Montagu, please visit www.montagu.com.
Forward-Looking Statements
This communication contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are based on
management’s current expectations, estimates and projections about
our industry, our management's beliefs and certain assumptions made
by our management. Words such as "anticipates," "expects,"
"intends," "plans," "believes," "seeks," "estimates," variations of
such words and similar expressions are intended to identify such
forward-looking statements. In addition, except for historical
information, any statements made in this communication about
anticipated financial results, growth rates, new product
introductions, future operational improvements, gaining market
share and results or regulatory actions or approvals or changes to
agreements with distributors also are forward-looking statements.
These statements are not guarantees of future performance and are
subject to risks and uncertainties, including the risks described
in public filings with the U.S. Securities and Exchange Commission
(SEC). Our actual results may differ materially from the
anticipated results reflected in these forward-looking statements.
Important factors that could cause actual results to differ
materially from the anticipated results reflected in these
forward-looking statements include risks and uncertainties relating
to the following: (i) the risk that RTI Surgical Holdings may be
unable to obtain shareholder approval for the proposed transaction
or that RTI Surgical Holdings or Montagu may be unable to obtain
regulatory approvals required for the proposed transaction, or
required regulatory approvals may delay the proposed transaction;
(ii) the risk that a condition to the closing of the proposed
transaction may not be satisfied; (iii) the risk that the
occurrence of an event that could give rise to termination of the
definitive agreement; (iv) the risk that shareholder litigation in
connection with the proposed transaction may affect the timing or
occurrence of the proposed transaction or result in significant
costs of defense, indemnification and liability; (v) the timing to
consummate the proposed transaction; (vi) the effect of the
announcement or disruption from the proposed transaction making it
more difficult to retain and hire key personnel and maintain
relationships with customers, suppliers and other third parties;
(vii) the diversion of management time and attention on the
proposed transaction; (viii) general worldwide economic conditions
and related uncertainties; (ix) the effect and timing of changes in
laws or in governmental regulations; (x) the effects of the
COVID-19 novel coronavirus pandemic, including its impacts across
our businesses on demand, operations and our global supply chains;
and (xi) other risks described in our public filings with the SEC.
Additional risks and uncertainties will be discussed in the proxy
statement and other materials that RTI Surgical Holdings will file
with the SEC in connection with the proposed transaction. There can
be no assurance that the proposed transaction will be completed, or
if it is completed, that it will close within the anticipated time
period or that the expected benefits of the proposed transaction
will be realized. These factors should be considered carefully and
undue reliance should not be placed on the forward-looking
statements. Each forward-looking statement in this communication
speaks only as of the date of the particular statement. Copies of
the Company's SEC filings may be obtained by contacting the Company
or the SEC or by visiting RTI's website at www.rtix.com or the
SEC's website at www.sec.gov. We undertake no obligation to update
these forward-looking statements except as may be required by
law.
Important Additional Information and
Where to Find It
The proposed transaction will be submitted to
the shareholders of RTI Surgical Holdings for their consideration.
In connection with the proposed transaction, RTI Surgical Holdings
will file a proxy statement and other materials with the SEC. This
communication is not a substitute for the proxy statement or any
other document that RTI Surgical Holdings may send to its
shareholders in connection with the proposed transaction.
RTI SURGICAL HOLDINGS SHAREHOLDERS ARE ADVISED
TO READ THE PROXY STATEMENT FOR THE PROPOSED TRANSACTION WHEN IT IS
FILED, AND ANY AMENDMENT OR SUPPLEMENT THERETO THAT MAY BE FILED,
WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
RTI SURGICAL HOLDINGS AND THE PROPOSED TRANSACTION. All such
documents, when filed, are available free of charge at the SEC’s
website, www.sec.gov, from the Company at its website,
www.rtix.com, or by contacting the Company’s Investor Relations at
(847) 530-0249.
Participants in
Solicitation
RTI Surgical Holdings and its respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies in respect of the proposed
transaction. Information concerning RTI Surgical Holdings’
participants is set forth in the proxy statement, filed March 25,
2019, for the Company’s 2019 annual meeting of stockholders as
filed with the SEC on Schedule 14A. Additional information
regarding the interests of such participants in the solicitation of
proxies in respect of the proposed transaction will be included in
the proxy statement and other relevant materials to be filed with
the SEC when they become available.
Jonathon SingerInvestor and
Media Contactjsinger@rtix.com+1 877-343-6832
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