- Leading Healthcare Investor Provides
Company with Strategic Growth Capital
- Exactech Shareholders To Receive $42.00
Per Share In Cash
- Transaction Values Exactech at $625
Million
- Represents a Premium of Approximately
31% to the Prior Closing and a 37% Premium to the 90-day Volume
Weighted Average Price
Exactech (Nasdaq: EXAC), a leading developer and producer of
orthopaedic implant devices and surgical instrumentation for
extremities and large joints, today announced that it has entered
into a definitive merger agreement under which TPG Capital, the
global private equity platform of alternative asset firm TPG, will
acquire all of the outstanding shares of Exactech common stock.
Exactech’s board of directors approved the agreement which provides
for the payment of $42.00 per share in cash to all holders of
Exactech common stock other than certain management stockholders
who have agreed to exchange a portion of their shares for new
equity securities in the transaction. Exactech founders Dr. Bill
Petty and Betty Petty and CEO David Petty have agreed with TPG to
vote all of their shares in favor of the merger and to exchange a
significant portion of their shares for new shares in the parent
entity immediately following the merger. Such share exchange will
be made at the same $42.00 value being paid in cash to Exactech’s
shareholders. The transaction values Exactech at $625 million and
the cash purchase price represents a premium of approximately 31%
over Exactech’s closing stock price on October 20, 2017.
Upon completion of the transaction, Exactech will be a
privately-held company headquartered in Gainesville, Florida, and
Exactech’s common shares will no longer be listed on the NASDAQ
stock exchange. The transaction is expected to close in the first
quarter of 2018, subject to customary closing conditions, including
approval by Exactech’s shareholders and termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976.
“We believe that this agreement offers Exactech shareholders an
opportunity to realize the company’s tremendous growth and capture
the value that’s been created since going public 21 years ago, at a
significant premium to the current share price,” said Jim Binch,
Exactech’s lead independent director.
Exactech CEO David Petty added, “This agreement provides maximum
value for our shareholders, who have shared our vision and
supported our growth over the past two decades.”
Exactech was founded in 1985 by orthopaedic surgeon Dr. Bill
Petty, his wife Betty and biomedical engineer Gary Miller, PhD,
with the purpose of improving the quality of care for patients
suffering from joint injury or disease, such as arthritis. The
company employs more than 700 individuals including engineers,
researchers, manufacturing professionals, and sales
representatives, and distributes its products to more than 35
countries around the world.
“As long-term healthcare investors, we aim to identify and
partner with strong companies that are in growing, attractive
sectors,” said Todd Sisitsky, Managing Partner at TPG Capital.
“With their strong commitment to patients and surgeons and a
comprehensive product portfolio, Exactech has strategically built a
platform poised for significant growth. We are thrilled to partner
with CEO David Petty, the company founders, the Exactech management
team and TPG Capital advisors Jeff Binder and Dan Hann to further
realize Exactech’s exciting potential.”
"The basis of our investment thesis is that there
are outstanding opportunities for nimble, innovative and
responsive companies to invest in growth and compete with the
larger competitors in the orthopaedic industry,” said Jeff Binder,
Senior Advisor to TPG Capital. “I look forward to working with
management to fully realize the potential of a company for which I
have always had great respect."
Over the past 10 years, TPG Capital has invested more than $8
billion in healthcare. Taking a growth-oriented approach to its
partnerships, the platform has invested in companies across the
entire healthcare continuum, including medical devices companies
such as Biomet, Fenwal, Beaver-Visitec International and Immucor;
global healthcare providers such as Surgical Care Affiliates,
Healthscope and Parkway; pharmaceutical companies such as Par
Pharmaceutical and Adare; and healthcare IT companies such as
QuintilesIMS and Mediware.
Advisors
J.P. Morgan Securities LLC is acting as the financial advisor to
Exactech. Greenberg Traurig, P.A. (Miami) and Greenberg Traurig,
LLP (NYC) are serving as Exactech’s legal advisor. Ropes & Gray
is acting as legal advisor to TPG Capital.
About Exactech
Based in Gainesville, Fla., Exactech develops and markets
orthopaedic implant devices, related surgical instruments and
biologic materials and services to hospitals and physicians. The
company manufactures many of its orthopaedic devices at its
Gainesville facility. Exactech’s orthopaedic products are used in
the restoration of bones and joints that have deteriorated as a
result of injury or diseases such as arthritis. Exactech markets
its products in the United States, in addition to more than 30
markets in Europe, Latin America, Asia and the Pacific. Additional
information about Exactech can be found at http://www.exac.com.
About TPG
TPG is a leading global alternative asset firm founded in 1992
with more than $73 billion of assets under management and offices
in Austin, Beijing, Boston, Dallas, Fort Worth, Hong Kong, Houston,
London, Luxembourg, Melbourne, Moscow, Mumbai, New York, San
Francisco, Seoul, and Singapore. TPG’s investment platforms are
across a wide range of asset classes, including private equity,
growth venture, real estate, credit, and public equity. TPG aims to
build dynamic products and options for its investors while also
instituting discipline and operational excellence across the
investment strategy and performance of its portfolio. For more
information, visit www.tpg.com.
Forward-Looking Statements
This press release includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements include, but are not
limited to, statements regarding Exactech’s proposed business
combination transaction with TPG Capital, all statements regarding
Exactech’s expected future financial position, results of
operations, cash flows, dividends, financing plans, business
strategy, budgets, capital expenditures, competitive positions,
growth opportunities, plans and objectives of management, and
statements containing the words such as “anticipate,”
“approximate,” “believe,” “plan,” “estimate,” “expect,” “project,”
“could,” “would,” “should,” “will,” “intend,” “may,” “potential,”
“upside,” and other similar expressions. All Statements in this
press release that are not historical facts, are forward-looking
statements that reflect the best judgment of Exactech based upon
currently available information.
Such forward-looking statements are inherently uncertain, and
shareholders and other potential investors must recognize that
actual results may differ materially from Exactech’s expectations
as a result of a variety of factors, including, without limitation,
those discussed below. Such forward-looking statements are based
upon management’s current expectations and include known and
unknown risks, uncertainties and other factors, many of which
Exactech is unable to predict or control, that may cause its actual
results, performance or plans to differ materially from any future
results, performance or plans expressed or implied by such
forward-looking statements. These statements involve risks,
uncertainties and other factors discussed below and detailed from
time to time in Exactech’s filings with the Securities and Exchange
Commission (the “SEC”).
Risks and uncertainties related to the proposed merger include,
but are not limited to, the risk that Exactech’s shareholders do
not approve the merger, potential adverse reactions or changes to
business relationships resulting from the announcement or
completion of the merger, uncertainties as to the timing of the
merger, adverse effects on Exactech’s stock price resulting from
the announcement of the merger or the failure of the merger to be
completed, competitive responses to the announcement of the merger,
the risk that regulatory, licensure or other approvals required for
the consummation of the merger are not obtained or are obtained
subject to terms and conditions that are not anticipated,
litigation relating to the merger, the inability to retain key
personnel, and any changes in general economic and/or
industry-specific conditions.
In addition to the factors set forth above, other factors that
may affect Exactech’s plans, results or stock price are set forth
in its most recent Annual Report on Form 10-K and in its
subsequently filed reports on Forms 10-Q and 8-K.
Many of these factors are beyond Exactech’s control. Exactech
cautions investors that any forward-looking statements made by it
are not guarantees of future performance. Exactech disclaims any
obligation to update any such factors or to announce publicly the
results of any revisions to any of the forward-looking statements
to reflect future events or developments.
Additional Information and Where to Find It
The Company will furnish to the SEC a report on Form 8-K
regarding the proposed transaction described in this announcement,
which will include the merger agreement. All parties desiring
details regarding the merger are urged to review these documents,
which will be available at the SEC's website
(http://www.sec.gov).
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. This communication may be deemed to be
solicitation material in respect of the proposed merger. In
connection with the merger, the Company will prepare and mail a
proxy statement to its shareholders. In addition, certain
participants in the merger will prepare and file with the SEC a
Schedule 13E-3 transaction statement. These documents will be filed
with or furnished to the SEC. Investors and shareholders are urged
to read carefully and in their entirety these materials and other
materials filed with or furnished to the SEC when they become
available, as they will contain important information about the
Company, the merger and related matters. In addition to receiving
the proxy statement by mail, shareholders also will be able to
obtain these documents, as well as other filings containing
information about the Company, the merger and related matters,
without charge, from the SEC's website (http://www.sec.gov). In
addition, these documents can be obtained, without charge, by
sending an e-mail to investors@exac.com, along with complete
contact details and a mailing address.
Participants in Solicitation
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from
shareholders with respect to the merger. Information regarding the
persons or entities who may be considered "participants" in the
solicitation of proxies will be set forth in the proxy statement
and Schedule 13E-3 transaction statement relating to the merger
when it is filed with the SEC. Information regarding the directors
and executive officers of the Company is set forth in the proxy
statement for the Company’s 2017 Annual Meeting of Shareholders,
which was filed with the SEC on March 24, 2017. Additional
information regarding the interests of such potential participants
will be included in the proxy statement and Schedule 13E-3
transaction statement and the other relevant documents filed with
the SEC when they become available.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20171023005722/en/
ExactechInvestor Contact:Jody Phillips, 352-377-1140Executive
Vice President of Finance & Chief Financial OfficerorMedia
Contact:TPGLuke Barrett,
415-743-1550media@tpg.comorExactechPriscilla Bennett,
352-377-1140Priscilla@exac.com
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