Globus Medical, Inc. (NYSE: GMED), a leading musculoskeletal
solutions company, today announced it has completed its previously
announced merger with NuVasive, Inc. The combined company will
provide surgeons and patients with one of the most comprehensive
offerings of musculoskeletal procedural solutions and enabling
technologies to impact the care continuum.
“We’re thrilled to begin our journey together to create a
leading global musculoskeletal company,” said Dan Scavilla,
president and chief executive officer of Globus Medical. “With a
relentless focus on changing patient lives, we’re combining our
differentiated portfolios and talented teams to reach more
customers as we advance spine and orthopedic care globally.”
The merger between Globus Medical and NuVasive combines their
complementary global scale, expanded commercial reach,
comprehensive portfolios in spine and orthopedics, commitment to
product development and surgeon education, and increased
operational capabilities. The merger also offers compelling upside
revenue potential and a strong financial profile for value
creation.
“Our combination with NuVasive is a defining moment in our
company's history,” said David Paul, executive chairman of Globus
Medical. “I’m incredibly proud of the strong legacy we’ve built at
Globus Medical, and I look forward to delivering on the many
opportunities for our surgeon customers and their patients as a
combined company.”
"The combination with Globus Medical is highly
transformative—bringing together two leading companies with a
shared vision to change the lives of more patients around the
globe,” said Chris Barry, former chief executive officer of
NuVasive. "I look forward to helping the combined organization
transform the future of surgery.”
Globus Medical plans to discuss the closing of the merger and
the anticipated benefits of the combination during its third
quarter earnings conference call in November.
In connection with the closing of the transaction and as
contemplated by the merger agreement with NuVasive, Globus Medical
approved the expansion of its board of directors from eight
directors to 11 directors and named the following three NuVasive
board members to the Globus Medical board effective immediately:
John DeFord, Ph.D., Leslie V. Norwalk, Esq., and Daniel J.
Wolterman. “I am pleased to welcome John, Leslie, and Dan to the
Globus Board of Directors, and look forward to working with them to
build long-term value for our patients, customers, and
shareholders,” said David Paul.
NuVasive common stock ceased trading on the Nasdaq as of the
close of trading on August 31, 2023. Further information about the
transaction can be found in the Form 8-Ks filed with the SEC today
by NuVasive and Globus Medical, respectively.
Goldman Sachs & Co. LLC served as financial advisor to
Globus Medical, and Goodwin Procter LLP and Troutman Pepper served
as legal counsel. BofA Securities, Inc. served as financial advisor
to NuVasive, and Wachtell, Lipton, Rosen & Katz served as legal
counsel.
About Globus Medical, Inc.Globus Medical is
committed to providing innovative technologies and industry-leading
clinical support to help surgeons and healthcare providers deliver
better care around the globe. Globus Medical provides one of the
most comprehensive offerings of musculoskeletal solutions and
enabling technologies to impact the care continuum, now including
the procedurally integrated portfolio of NuVasive. As a combined
company, our employees are relentlessly focused on advancing
patient care. For more information, please visit
www.globusmedical.com/uniting.
Cautionary Notes on Forward-Looking
StatementsThis communication contains “forward-looking
statements” within the meaning of the federal securities laws,
including Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
In this context, forward-looking statements often address expected
future business and financial performance and financial condition,
and often contain words such as “expect,” “anticipate,” “intend,”
“plan,” “believe,” “seek,” “see,” “will,” “would,” “may,” “target,”
and similar expressions and variations or negatives of these words.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such as statements about the
anticipated benefits of the business combination transaction
between Globus Medical and NuVasive. These and other
forward-looking statements are not guarantees of future results and
are subject to risks, uncertainties and assumptions that could
cause actual results to differ materially from those expressed in
any forward-looking statements. Important risk factors that may
cause such a difference include, but are not limited to: (i)
further deterioration of general macroeconomic conditions,
including inflationary pressures, disruptions to the global supply
chain, fluctuations in currency exchange rates, higher freight and
labor costs, and weakness in economic conditions generally; (ii)
the combined company’s ability to maintain operations to support
its customers and patients in the near-term and to capitalize on
future growth opportunities; (iii) risks associated with acceptance
of the combined company’s surgical products and procedures by spine
surgeons and hospitals, (iv) development and acceptance of new
products or product enhancements, (v) clinical and statistical
verification of the benefits achieved via the use of the combined
company’s products, (vi) the combined company’s ability to
adequately manage inventory as it continues to release new
products, (vii) the anticipated tax treatment of the transaction
may not be obtained, (viii) the potential impact of unforeseen
liabilities, future capital expenditures, revenues, costs,
expenses, earnings, synergies, economic performance, indebtedness,
financial condition and losses on the future prospects, business
and management strategies for the management, expansion and growth
of the combined business after the consummation of the
transactions, (ix) potential litigation relating to the transaction
that could be instituted against the combined company or their
respective directors, (x) potential adverse reactions or changes to
business relationships resulting from the completion of the
transaction, (xi) any negative effects of the consummation of the
transactions on the market price of Globus Medical’s common stock
and on the combined company’s businesses or operating results,
(xii) risks associated with third party contracts containing
consent and/or other provisions that may be triggered by the
transaction, (xiii) the risks and costs associated with the
integration of, and the ability of Globus Medical and NuVasive to
integrate, their businesses successfully and to achieve anticipated
synergies, (xiv) the risk that disruptions from the transaction
will harm the combined company’s business, including current plans
and operations, (xv) the ability of the combined company to retain
and hire key personnel and uncertainties arising from leadership
changes, (xvi) legislative, regulatory and economic developments,
and (xvii) the other risks described in NuVasive’s and Globus
Medical’s most recent annual reports on Form 10-K and quarterly
reports on Form 10-Q.
These risks, as well as other risks associated with the
transaction, are more fully discussed in the joint proxy
statement/prospectus included in the registration statement on Form
S-4 initially filed by Globus Medical with the U.S. Securities and
Exchange Commission (“SEC”) on March 10, 2023, as amended on March
24, 2023, in connection with the transaction. While the list of
factors presented here is, and the list of factors presented in the
registration statement on Form S-4 are, considered representative,
no such list should be considered to be a complete statement of all
potential risks and uncertainties. Unlisted factors may present
significant additional obstacles to the realization of
forward-looking statements. Consequences of material differences in
results as compared with those anticipated in the forward-looking
statements could include, among other things, business disruption,
operational problems, financial loss, legal liability to third
parties and similar risks, any of which could have a material
adverse effect on the combined company’s consolidated financial
condition, results of operations, credit rating or liquidity.
Neither Globus Medical nor NuVasive assumes any obligation to
publicly provide revisions or updates to any forward-looking
statements, whether as a result of new information, future
developments or otherwise, should circumstances change, except as
otherwise required by securities and other applicable laws.
InvestorsBrian
Kearns610-930-1800investors@globusmedical.com
MediaMelanie
Ordoñez858-722-3899media@globusmedical.com
Globus Medical (NYSE:GMED)
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