Filed by Orthofix Medical Inc.
(Commission File
No. 0-19961)
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule
14a-12
under the Securities Exchange Act of 1934
Subject Company: SeaSpine Holdings Corporation
(Commission File
No. 001-36905)
Orthofix and SeaSpine Announce John Bostjancic to Serve as CFO for Combined
Company Post Closing
Lewisville, Texas and Carlsbad, California -- November
18, 2022 --
Orthofix (NASDAQ: OFIX), a global medical device companywith 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.
Bostjancic currently serves as the CFO and Chief OperatingOfficer 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 HoldingsCorpora
tion 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
healthcompany. Bostjancic began his career at PricewaterhouseCoopers in 1993.
He holds a B.S. in accounting from the College of New Jersey.
"John has beena 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 willbenefit
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, ensuringaccountabili
ty 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 interim assistance
post-closing of the expected transaction. He will assist with the integration
and otheractivities during a transition period. Rice joined Orthofix in 2014
and was instrumental in building talented teams and accelerating the company's
strategic growth.
As previously announced on October 11, 2022, Orthofix and SeaSpine agreed to
combine in an
all-stock
merger ofequals.
The transaction is expected to close in the first quarter of 2023 subject to
Orthofix and SeaSpine shareholder approval and other customaryclosing
conditions.
About Orthofix
Orthofix MedicalInc. 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. Headquarteredin 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
.
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About SeaSpine
SeaSpine (
www.seaspine.com
) is a global medical technology company focused on the design, development,
and commercialization of surgical solutions forthe treatment of patients
suffering from spinal disorders. SeaSpine's complete procedural solutions
feature its market-leading FLASH
TM
Navigation, a system designed to improve accuracy ofscrew 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
orthopedicspine 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 30countries worldwide.
Forward-Looking Statements
This communication contains statements which, to the extent they are not
statements of historical or present fact, constitute "forward-lookingstatements"
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
andSeaSpine'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 suchas "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 futuresales, 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 benefitsof 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
nothistorical 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 theprotection 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 conditionsin 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, andthe
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
realizationof 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 opportunitiesfor 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 suchavailability, 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) newbusiness 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 thenear 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
orpendency 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 forthe 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'sshareholders 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 berealized 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 associatedwith transaction-rel
ated litigation; (19) the possibility that costs or difficulties related to
the integration
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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
intendedqualification 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
businessesof 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 thosestated in forward-looking statements, see
the reports of Orthofix and SeaSpine on Forms
10-K,
10-Q
and
8-K
filed with orfurnished 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 suchstatement, whether as a result of new information, future events or
otherwise, except as required by applicable law.
Additional Information about theProposed Transaction and Where to Find It
In connection with the proposed transaction, Orthofix has filed with the SEC a
registration statement onForm
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 fileother 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 THEYWILL 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 ofthe 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 beavailable 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 willbe 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
thesolicitation 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 theproxy 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 proposedtransaction 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 fromOrthofix
and SeaSpine as indicated above.
This communication and the information contained herein shall not constitute
an offer to sell or thesolicitation 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 suchjurisdiction. 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 SeaSpine Contact
Alexa Huerta John Bostjancic,
Investor Relations Investor Relations
Tel 214 937 3190 760 216 5111
Denise Landry LeAnn Burton
Media Relations Media Relations
Tel 214 937 2529 760 607 9703
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