Orthofix (NASDAQ: OFIX), a global medical device company with a
spine and orthopedics focus, and SeaSpine (NASDAQ: SPNE), a global
medical technology company focused on surgical solutions for the
treatment of spinal disorders, today announced that John Bostjancic
will serve as Chief Financial Officer (CFO) for the new combined
company, effective upon the completion of their pending merger.
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Bostjancic currently serves as the CFO and Chief Operating
Officer of SeaSpine, roles he has held since 2015 and 2022
respectively. Previously, Bostjancic served as Treasurer and Senior
Vice President from 2015 through 2022, and as acting CFO of the
SeaSpine business within Integra Life Sciences Holdings Corporation
from 2014 through 2015; prior to that, he was the Senior Vice
President of Global Supply Chain at Integra. Before joining Integra
in 1999, he served on the accounting standards team at Merck &
Co., Inc., a publicly traded healthcare company. Bostjancic began
his career at PricewaterhouseCoopers in 1993. He holds a B.S. in
accounting from the College of New Jersey.
“John has been a key leader of SeaSpine dating back to the
successful spin-out of the organization in 2015. I am confident his
background and experience in the medical device industry coupled
with his cultural influence will benefit the newly combined company
as we continue to grow,” said Keith Valentine, President and CEO of
SeaSpine. “I believe John is well positioned to help lead us
through the successful integration of the two companies, ensuring
accountability across all levels of the organization, as we focus
on the key initiatives that will drive growth, scalability and
shareholder value.”
Doug Rice, current CFO of Orthofix, will provide post-closing
assistance with the integration activities during a transition
period. Rice joined Orthofix in 2014 and was instrumental in
building talented teams and accelerating the company’s strategic
growth.
As announced on October 11, 2022, Orthofix and SeaSpine agreed
to combine in an all-stock merger of equals.
The transaction is expected to close in the first quarter of
2023 subject to Orthofix and SeaSpine shareholder approvals and
other customary closing conditions.
About Orthofix
Orthofix Medical Inc. is a global medical device company with a
spine and orthopedics focus. The Company’s mission is to deliver
innovative, quality-driven solutions while partnering with health
care professionals to improve patient mobility. Headquartered in
Lewisville, Texas, Orthofix’s spine and orthopedics products are
distributed in more than 60 countries via the Company’s sales
representatives and distributors. For more information, please
visit www.orthofix.com.
About SeaSpine
SeaSpine (www.seaspine.com) is a global medical technology
company focused on the design, development, and commercialization
of surgical solutions for the treatment of patients suffering from
spinal disorders. SeaSpine’s complete procedural solutions feature
its market-leading FLASH™ Navigation, a system designed to improve
accuracy of screw placement and provide a cost-effective, rapid,
radiation-free solution to surgical navigation, and a comprehensive
portfolio of spinal implants and orthobiologics to meet the varying
combinations of products that neurosurgeons and orthopedic spine
surgeons need to facilitate spinal fusion in degenerative,
minimally invasive surgery (MIS), and complex spinal deformity
procedures on the lumbar, thoracic and cervical spine. With product
development expertise in advanced optics, software, orthobiologic
sciences and spinal implants, SeaSpine can offer its surgeon
customers a complete solution to meet their patients’ evolving
clinical needs. SeaSpine currently markets its products in the
United States and in approximately 30 countries worldwide.
Forward-Looking Statements
This communication contains statements which, to the extent they
are not statements of historical or present fact, constitute
“forward-looking statements” under the securities laws. From time
to time, oral or written forward-looking statements may also be
included in other information released to the public. These
forward-looking statements are intended to provide Orthofix’s and
SeaSpine’s respective management’s current expectations or plans
for our future operating and financial performance, based on
assumptions currently believed to be valid. Forward-looking
statements can be identified by the use of words such as “believe,”
“expect,” “expectations,” “plans,” “strategy,” “prospects,”
“estimate,” “project,” “target,” “anticipate,” “will,” “should,”
“see,” “guidance,” “outlook,” “confident,” “on track” and other
words of similar meaning. Forward-looking statements may include,
among other things, statements relating to future sales, earnings,
cash flow, results of operations, uses of cash, tax rates, R&D
spend, other measures of financial performance, potential future
plans, strategies or transactions, credit ratings and net
indebtedness, other anticipated benefits of the proposed merger,
including estimated synergies and cost savings resulting from the
proposed merger, the expected timing of completion of the proposed
merger, estimated costs associated with such transaction and other
statements that are not historical facts. All forward-looking
statements involve risks, uncertainties and other factors that may
cause actual results to differ materially from those expressed or
implied in the forward-looking statements. For those statements, we
claim the protection of the safe harbor for forward-looking
statements contained in the U.S. Private Securities Litigation
Reform Act of 1995. Such risks, uncertainties and other factors
include, without limitation: (1) the effect of economic conditions
in the industries and markets in which Orthofix and SeaSpine
operate in the U.S. and globally and any changes therein, including
financial market conditions, fluctuations in commodity prices,
interest rates and foreign currency exchange rates, and the levels
of market demand in the health care segments in which our products
are purchased and utilized; (2) challenges in the development,
regulatory approval, commercialization, reimbursement, market
acceptance, performance and realization of the anticipated benefits
of new products of the combined company; (3) the scope, nature,
impact or timing of the proposed merger, including among other
things the integration of the businesses and realization of
synergies and opportunities for growth and innovation and
incurrence of related costs and expenses; (4) future levels of
indebtedness, capital spending and research and development
spending; (5) future availability of credit and factors that may
affect such availability, including credit market conditions and
our capital structure; (6) delays and disruption in delivery of
materials and services from suppliers; (7) cost reduction efforts
and restructuring costs and savings; (8) new business and
investment opportunities; (9) the ability to realize the intended
benefits of organizational changes; (10) the anticipated benefits
of diversification and balance of operations across product lines,
regions and industries; (11) the effect of changes in political
conditions in the U.S. and other countries in which Orthofix,
SeaSpine and the businesses of each operate, including the effect
of changes in U.S. healthcare policies, on general market
conditions in the near term and beyond; (12) the effect of changes
in tax, regulatory and other laws and regulations in the U.S. and
other countries in which Orthofix, SeaSpine and the businesses of
each operate; (13) negative effects of the announcement or pendency
of the proposed merger on the market price of Orthofix and/or
SeaSpine’s respective common stock and/or on their respective
financial performance; (14) the ability of the parties to receive
the required regulatory approvals for the proposed merger (and the
risk that such approvals may result in the imposition of conditions
that could adversely affect the combined company or the expected
benefits of the transaction) and approvals of Orthofix’s and
SeaSpine’s shareholders and to satisfy the other conditions to the
closing of the merger on a timely basis or at all; (15) the
occurrence of events that may give rise to a right of one or both
of the parties to terminate the merger agreement; (16) risks
relating to the value of the Orthofix shares to be issued in the
proposed merger, significant transaction costs and/or unknown
liabilities; (17) the possibility that the anticipated benefits
from the proposed merger cannot be realized in full or at all or
may take longer to realize than expected, including risks
associated with third party contracts containing consent and/or
other provisions that may be triggered by the proposed transaction;
(18) risks associated with transaction-related litigation; (19) the
possibility that costs or difficulties related to the integration
of Orthofix’s and SeaSpine’s operations will be greater than
expected; (20) the ability of the combined company to retain and
hire key personnel; (21) the intended qualification of the merger
as a tax-free reorganization to Orthofix and SeaSpine shareholders
for U.S. federal income tax purposes; and (22) the impact of the
proposed merger on the respective businesses of Orthofix and
SeaSpine. There can be no assurance that the proposed merger will
in fact be consummated in the manner described or at all. For
additional information on identifying factors that may cause actual
results to vary materially from those stated in forward-looking
statements, see the reports of Orthofix and SeaSpine on Forms 10-K,
10-Q and 8-K filed with or furnished to the Securities and Exchange
Commission (the “SEC”) from time to time. Any forward-looking
statement speaks only as of the date on which it is made, and
Orthofix and SeaSpine assume no obligation to update or revise such
statement, whether as a result of new information, future events or
otherwise, except as required by applicable law.
Additional Information about the Proposed Transaction and
Where to Find It
In connection with the proposed transaction, Orthofix has filed
with the SEC a registration statement on Form S-4, which includes a
preliminary prospectus of Orthofix and a preliminary joint proxy
statement of Orthofix and SeaSpine (the “joint proxy
statement/prospectus”). Each party also plans to file other
relevant documents with the SEC regarding the proposed transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. A definitive joint
proxy statement/prospectus will be sent to Orthofix’s shareholders
and SeaSpine’s shareholders. Investors and securityholders may
obtain a free copy of the joint proxy statement/prospectus (if and
when it becomes available) and other relevant documents filed by
Orthofix and SeaSpine with the SEC at the SEC’s website at
www.sec.gov. Copies of the documents filed by Orthofix with the SEC
will be available free of charge on Orthofix’s website at
http://ir.orthofix.com/ or by contacting Orthofix’s Investor
Relations at (214) 937-3190. Copies of the documents filed by
SeaSpine with the SEC will be available free of charge on
SeaSpine’s website at http://investor.seaspine.com/ or by
contacting SeaSpine’s Investor Relations at (415) 937-5402.
Orthofix and SeaSpine and their respective directors, executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. Information about directors and
executive officers of Orthofix is available in the Orthofix proxy
statement for its 2022 Annual Meeting, which was filed with the SEC
on April 27, 2022. Information about directors and executive
officers of SeaSpine is available in the SeaSpine proxy statement
for its 2022 Annual Meeting, which was filed with the SEC on April
22, 2022. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the joint proxy statement/prospectus and other relevant materials
filed with the SEC regarding the proposed transaction when they
become available. Investors should read the joint proxy
statement/prospectus carefully when it becomes available before
making any voting or investment decisions. Investors may obtain
free copies of these documents from Orthofix and SeaSpine as
indicated above.
This communication and the information contained herein shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
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Orthofix Contact Alexa Huerta Investor Relations Tel 214
937 3190
Denise Landry Media Relations Tel 214 937 2529
SeaSpine Contact John Bostjancic, Investor Relations 760
216 5111
LeAnn Burton Media Relations 760 607 9703
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