ATEC terminates its agreement to acquire EOS Imaging
- The continuing impacts of the COVID-19 pandemic constitute a “significant adverse effect”
- The company intends to explore other strategic collaborations with EOS
- Ends a debt commitment of up to $ 160 million to finance the acquisition and repay existing debt
CARLSBAD, Calif., April 27, 2020 (GLOBE NEWSWIRE) – Alphatec Holdings, Inc. (“ATEC” or the “Company”) (Nasdaq: ATEC), a medical device company dedicated to revolutionizing the approach to breast surgery vertebral column, today announced that it has terminated the Tender Offer Agreement (“TOA”), dated February 26, 2020, under which it was to acquire EOS imaging, SA (“EOS”), for a maximum amount $ 88 million, plus a debt repayment of $ 33.9 million, in a combination of cash and equity.
This decision follows ATEC’s review and analysis of the expected effects of the COVID-19 pandemic on the market. Based on its assessment, ATEC concluded that a “Material Adverse Effect” (as defined in the TOA) has occurred, resulting in circumstances which are no longer conducive to the completion of the transaction described in the TOA. TOA. ATEC notified EOS of its termination decision, as required by the TOA, by letter dated April 24, 2020.
“It was a difficult and disappointing decision,” said Pat Miles, President and CEO of ATEC. “The two companies have worked so hard and cooperatively for many months to complete this transaction. On behalf of the entire ATEC family, I would like to personally thank EOS for their commitment and hospitality throughout this process. It has been a pleasure for me and other members of ATEC’s leadership to engage directly with so many talented members of the EOS team and see first-hand their prowess and passion for their work – attributes that our two companies share. Although the acquisition is no longer feasible as expected, I continue to believe that the interests of ATEC and EOS are best served by a strategic collaboration. I have shared my belief with EOS management and look forward to the opportunity to continue exploring ways in which our companies can work together to bring informed operational experiences to the backbone.
As part of the termination of the TOA, ATEC and Perceptive Credit Holdings III, LP agreed to terminate the letter of commitment for secured debt financing of up to $ 160 million, which sought to withdraw existing credit facilities from ATEC and to fund the necessary cash flow to complete the acquisition of EOS. The Company’s current credit facilities with MidCap Funding IV, LLC and Squadron Medical Finance Solutions, LLC (“Squadron”) remain in place.
“We continue to believe that there is considerable strategic value in an ongoing relationship between ATEC and EOS, which could lead to accelerated growth for both companies,” said Sam Chawla, portfolio manager, Perceptive Advisors. “Our confidence in ATEC and its management team remains strong, and we look forward to future opportunities to provide support. “
About Alphatec Holdings, Inc.
Alphatec Holdings, Inc. (ATEC), through its wholly owned subsidiaries, Alphatec Spine, Inc. and SafeOp Surgical, Inc., is a medical device company dedicated to revolutionizing the approach to spine surgery vertebral by clinical distinction. ATEC designs and markets technology based on an approach that seamlessly integrates with the SafeOp Neural InformatiX system to provide real-time objective nerve information that can improve the safety and reproducibility of spinal surgery. Additional information can be found at www.atecspine.com.
About EOS Imaging
Based in Paris, EOS imaging is a global medical device company that develops and markets advanced imaging and imaging solutions for musculoskeletal pathologies and orthopedic surgical care. EOS imaging strives to help improve treatment and patient outcomes through safe imaging, data based on complete and accurate images, and surgical planning based on relevant 3D patient anatomies. Additional information can be found at www.EOS-imagerie.com.
About Perceptive Advisors
Founded in 1999 and headquartered in New York, NY, Perceptive Advisors is an investment management firm with over $ 5 billion in assets focused on supporting the advancement of the life sciences industry. by identifying opportunities and directing financial resources towards the most promising technologies in healthcare. Additional information can be found at www.perceptivelife.com.
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. These statements are based on management’s current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in forward-looking statements. The Company cautions investors that there can be no assurance that actual results will not differ materially from those projected or suggested in these forward-looking statements due to various factors. Forward-looking statements contained in this document include, without limitation, references to potential future strategic and / or financial collaborations and any potential benefits or synergies arising therefrom. Important factors that could cause actual results to differ materially from those expressed or implied herein, and a description of these and other factors, risks and uncertainties, can be found in the most recent annual report of the Company, as well as in all subsequent quarterly and current reports, filed with the Securities and Exchange Commission. ATEC disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
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Alphatec Holdings, Inc.