SAN
DIEGO, April 14, 2023 /PRNewswire/ -- NuVasive,
Inc. (NASDAQ: NUVA), the leader in spine technology innovation,
focused on transforming spine surgery with minimally disruptive,
procedurally integrated solutions, today announced that leading
independent proxy advisory firm Institutional Shareholder Services
("ISS") recommends that NuVasive shareholders vote "FOR" the
shareholder proposal to adopt the merger agreement with Globus
Medical (NYSE: GMED) at NuVasive's upcoming special meeting of
shareholders ("the special meeting") scheduled for April 27, 2023. Only holders of record of
NuVasive common stock as of the close of business on March 24, 2023 are entitled to vote at the
special meeting.
In making its recommendation, ISS stated in its April 14, 2023 report1:
- "the merger appears to have strategic merit, as the combined
company will have increased scale with a complementary product
portfolio and geographic footprint and addresses key strategic
areas of focus for NUVA, including the lack of a robotics platform
and an outsized cost structure"
- "The merger is expected to generate cost and revenue synergies,
with positive net synergies expected within two years, and be
accretive to GMED earnings"
- "GMED has historically been viewed as a stronger performer than
NUVA from an operational, TSR, and valuation standpoint, all of
which will benefit NUVA shareholders"
- "In light of the compelling strategic rationale, which includes
the opportunity to address the lack of a robotics platform, a key
strategic focus area, the projected synergies and potential upside
of the combined company, and the uncertainties associated with the
standalone alternative, support for the proposed transaction is
warranted"
Chris Barry, chief executive
officer of NuVasive, said, "We are pleased that ISS recognizes the
significant value creation opportunities enabled by our combination
with Globus Medical. This transaction is transformative, joins two
companies with highly complementary capabilities, geographic
footprints and customer bases in a highly competitive industry and
delivers compelling value to both companies' shareholders. Together
with Globus Medical, we will be an innovative global
musculoskeletal company and able to achieve more, faster and better
than either company could alone."
The NuVasive Board of Directors strongly urges NuVasive
shareholders to vote "FOR" all the NuVasive proposals set forth in
the definitive proxy statement for the NuVasive special meeting,
including "FOR" the proposal to adopt the merger agreement with
Globus Medical.
NuVasive shareholders who have questions or need assistance in
voting their shares should contact NuVasive's proxy solicitor,
Innisfree M&A Incorporated, by calling toll-free at (877)
687-1873 (U.S. or Canada) or +1
(412) 232-3651 (international).
The merger of NuVasive and Globus Medical is expected to close
in the middle of 2023, subject to the approval of both companies'
shareholders, regulatory approval, and other customer closing
conditions.
About NuVasive
NuVasive, Inc. (NASDAQ: NUVA) is the leader in spine technology
innovation, with a mission to transform surgery, advance care, and
change lives. The Company's less-invasive, procedurally integrated
surgical solutions are designed to deliver reproducible and
clinically proven outcomes. The Company's comprehensive procedural
portfolio includes surgical access instruments, spinal implants,
fixation systems, biologics, software for surgical planning,
navigation and imaging solutions, magnetically adjustable implant
systems for spine and orthopedics, and intraoperative
neuromonitoring technology and service offerings. With more than
$1 billion in net sales, NuVasive
operates in more than 50 countries serving surgeons, hospitals, and
patients. For more information, please visit www.nuvasive.com.
Cautionary Notes on Forward-Looking Statements
This 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 consummation of the proposed transaction and
the anticipated benefits thereof. 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, including the failure to consummate
the proposed transaction or to make any filing or take other action
required to consummate such transaction in a timely matter or at
all. Important risk factors that may cause such a difference
include, but are not limited to: (i) the proposed transaction
may not be completed on anticipated terms and timing or at all,
(ii) a condition to closing of the transaction may not be
satisfied, including obtaining shareholder and regulatory
approvals, (iii) the anticipated tax treatment of the transaction
may not be obtained, (iv) 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, (v) potential litigation relating to the proposed
transaction that could be instituted against Globus Medical,
NuVasive or their respective directors, (vi) potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the transactions, (vii) any negative
effects of the announcement, pendency or consummation of the
transactions on the market price of Globus Medical's or NuVasive's
common stock and on Globus Medical's or NuVasive's businesses or
operating results, (viii) risks associated with third party
contracts containing consent and/or other provisions that may be
triggered by the proposed transaction, (ix) 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, (x) the risk that disruptions
from the proposed transaction will harm Globus Medical's or
NuVasive's business, including current plans and operations, (xi)
the ability of Globus Medical or NuVasive to retain and hire key
personnel and uncertainties arising from leadership changes, (xii)
legislative, regulatory and economic developments, and (xiii) the
other risks described in Globus Medical's and NuVasive'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 proposed
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 proposed 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 Globus Medical's or NuVasive'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.
Important Information About the Transaction and Where To Find
It
This communication relates to a proposed business combination
of NuVasive and Globus Medical. In connection with the
proposed transaction, Globus Medical filed a registration statement
on Form S-4 with the SEC on March
10, 2023, which was amended on March
24, 2023 and that includes a joint proxy
statement/prospectus. The registration statement on
Form S-4, including the joint proxy statement/prospectus,
provides details of the proposed transaction and the attendant
benefits and risks. The registration statement was declared
effective on March 28, 2023, and
NuVasive filed a definitive proxy statement on March 28, 2023. Globus Medical and NuVasive
commenced mailing of the definitive joint proxy
statement/prospectus to their respective stockholders on March
29, 2023. Globus Medical and NuVasive may also file other
documents with the SEC regarding the proposed transaction.
This document is not a substitute for the joint proxy statement
statement/prospectus or the registration statement on Form S-4 or
any other document which Globus Medical or NuVasive may file with
the SEC. INVESTORS AND SECURITY HOLDERS OF GLOBUS MEDICAL AND
NUVASIVE ARE URGED TO READ THE REGISTRATION STATEMENT, INCLUDING
THE JOINT PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT
DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED
MATTERS. The documents filed by Globus Medical or NuVasive
with the SEC will be available free of charge at the SEC's website
(www.sec.gov) and from Globus Medical and NuVasive, as applicable.
Requests for copies of the joint proxy statement/ prospectus and
other documents filed by Globus Medical with the SEC may be made by
contacting Keith Pfeil, Chief
Financial Officer by phone at (610) 930-1800 or by email at
kpfeil@globusmedical.com, and request for copies of the joint proxy
statement/prospectus and other documents filed by NuVasive may be
made by contacting Matt Harbaugh,
Chief Financial Officer, by phone at (858) 210-2129 or by email at
investorrelations@nuvasive.com.
Participants in the Solicitation
Globus Medical, NuVasive, their respective directors and certain
of their executive officers and other employees may be deemed to be
participants in the solicitation of proxies from Globus Medical's
and NuVasive's shareholders in connection with the proposed
transaction. Information about the directors and executive officers
of Globus Medical and their ownership of Globus Medical stock is
set forth in Globus Medical's annual report on Form 10-K and Form
10-K/A for the fiscal year ended December
31, 2022, which was filed with the SEC on February 21, 2023 and March 16, 2023, respectively. Information
regarding NuVasive's directors and executive officers is contained
in NuVasive's annual report on Form 10-K and Form 10-K/A for the
fiscal year ended December 31, 2022,
which was filed with the SEC on February 22,
2023, and April 12, 2023,
respectively. Certain directors and executive officers of Globus
Medical and NuVasive may have a direct or indirect interest in the
transaction due to securities holdings, vesting of equity awards
and rights to severance payments. Additional information regarding
the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of Globus Medical's and NuVasive's
shareholders in connection with the proposed transaction is
included in the joint proxy statement/prospectus. These documents
can be obtained free of charge from the sources indicated
above.
No Offer or Solicitation
This communication is for informational purposes only and is not
intended to and does not constitute an offer to subscribe for, buy
or sell, or the solicitation of an offer to subscribe for, buy or
sell, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in which such offer, sale or
solicitation would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction. No offer 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, and otherwise in accordance
with applicable law. This document also does not constitute a
solicitation of proxy.
1Permission to use quotations neither sought nor
obtained.
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SOURCE NuVasive, Inc.