Regulatory News:
EOS imaging (Euronext, FR0011191766 - EOSI - Eligible PEA - PME)
(the "Company"), a leader in 2D/3D orthopedic medical imaging and
software solutions for 3D anatomical modeling and surgical
planning, announced that its Board of Directors met today to
acknowledge the change of control of the Company following the
completion of the first tender offer initiated by Alphatec
Holdings, Inc. (Nasdaq: ATEC) (“ATEC”), as a result of which, ATEC
holds 89.1% of the common shares and voting rights of the Company1
and 57.2% of the outstanding OCEANEs. The tender offer has been
reopened as of May 17 through June 2, 2021 (included).
Pursuant to the tender offer agreement entered into by the two
companies in December 20202, the Board of Directors has co-opted,
at the request of ATEC, Messrs. Pat Miles, Eric Dasso and Tyson
Marshall as Company directors.3 These directors replace Messrs.
Mike Lobinsky, Antoine Vidal and Eric Beard.
These co-optations will be submitted for ratification at the
next shareholders' meeting on June 29, 2021. The Board of Directors
comprises six directors4, of which, two are independent. The
governance in place remains in compliance with the principles of
the French Commercial Code and the Middlenext Code to which the
Company refers.
Mr. Gérard Hascoët remains Chairman of the Board of Directors
and Mr. Mike Lobinsky continues to exercise his functions as Chief
Executive Officer.
“EOS understands the need for safe, reliable and reproducible
clinical information from diagnosis through follow-up and shares in
ATEC’s drive to better inform surgery by coupling objective
clinical information with compelling approach-based spine
technologies” said Pat Miles, ATEC’s Chairman and Chief Executive
Officer. “As we finalize the tender offer process, our immediate
priority now turns to the integration of ATEC’s technology with
EOS’ valuable clinical information to improve spine surgery and
further accelerate the adoption and pull-through of our entire
portfolio. We are excited to begin this next chapter together.”
“I am delighted with the strong success of the tender offer
initiated by Alphatec Holdings, now the majority shareholder of EOS
imaging with nearly 90% of the share capital,” said Gérard Hascoët,
Chairman of the Board of Directors of EOS imaging. “The
appointments of Pat Miles, Eric Dasso and Tyson Marshall as
directors will provide the appropriate governance with
complementary expertise to lead the integration of the product and
service offerings of both companies. I look forward to working with
them to ensure the appropriate transition for the successful
implementation of this new business plan.”
The Board of Directors has also decided to convene the
shareholders' meeting of EOS imaging on June 29, 2021 at 4 pm. This
meeting will be held behind closed doors, without the presence of
shareholders and other persons entitled to participate, in
accordance with specific regulations relating to the fight against
the spread of the Covid-19 pandemic. Indeed, this pandemic and the
current administrative measures prohibiting or limiting collective
gatherings for health reasons prevent the physical presence of
shareholders and other people usually attending the meeting.
The documentation relating to this meeting will be published
shortly in accordance with the applicable legal and regulatory
provisions.
Introduction to the new directors
Pat MILES Patrick S. Miles has served as Chairman and Chief
Executive Officer of Alphatec Holdings, Inc. and Alphatec Spine,
Inc. since October 2017. Mr. Miles has over 20 years of experience
in the orthopaedic industry and most recently served, from
September 2016 to September 2017, as the Vice Chairman of NuVasive,
Inc. Mr. Miles served as a member of NuVasive’s Board of Directors
from August 2016 until his resignation in September 2017. Prior to
that, Mr. Miles served as NuVasive’s President and Chief Operating
Officer from February 2015 to September 2016. He previously served
as NuVasive’s President of Global Products and Services from
October 2011 to January 2015, President of the Americas from
January 2010 to September 2011, Executive Vice President of Product
Marketing and Development from January 2007 to December 2009,
Senior Vice President of Marketing from December 2004 to January
2007, and as its Vice President, Marketing from January 2001 to
December 2004. Prior to those positions, he served as Director of
Marketing for ORATEC Interventions, Inc., a medical device company,
and as a Director of Marketing for Minimally Invasive Systems and
Cervical Spine Systems for Medtronic Sofamor Danek, and held
several positions with Smith & Nephew. Mr. Miles received a
B.S. in Finance from Mercer University.
Eric DASSO Eric Dasso has served as Executive Vice President,
Adjunctive Technologies of Alphatec Spine, Inc. since August 2019.
Prior to joining Alphatec Spine, Mr. Dasso held various marketing
leadership and global product management roles within NuVasive,
Inc. from 2001 to 2018. He most recently served as NuVasive’s Vice
President, Global Implant Systems (February 2015 to June 2018),
which included overall responsibility for that company’s product
development, commercialization and marketing functions of its $750M
global implant franchise. Prior to leading Global Implant Systems,
Mr. Dasso over saw the marketing and development of NuVasive’s
thoracolumbar portfolio in various roles of increasing
responsibility from February 2005 to February 2015, including as
Project Manager, Thoracolumbar Fixation (February 2005 to July
2007), Senior Project Manager, Thoracolumbar Fixation (July 2007 to
September 2008), Director, Marketing, Thoracolumbar Fixation
(September 2008 to June 2010), Senior Director, Thoracolumbar (June
2010 to January 2014) and as Vice President, Thoracolumbar
Posterior (January 2014 to February 2015). Prior to Nuvasive, Mr.
Dasso held various positions at Johnson and Johnson and Acxiom Inc.
Mr. Dasso received a bachelor’s degree in Business Administration
from California Polytechnic State University—San Luis Obispo.
Tyson MARSHALL Tyson Marshall has served as Vice President,
Associate General Counsel of Alphatec Spine, Inc. since 2017. Prior
to joining Alphatec Spine, Mr. Marshall served from 2016 to 2017 as
General Counsel and Corporate Secretary of Mad Catz Interactive,
Inc., a global provider of innovative interactive entertainment
products. From 2013 to 2016, Mr. Marshall served as Associate
General Counsel of Mad Catz. Prior to moving into his in-house
counsel roles, Mr. Marshall spent over ten years in private
practice, including eight years with the international,
full-service law firm Morrison & Foerster as a member of that
firm’s Securities Litigation Enforcement and White Collar Defense
group. Before joining Morrison, Mr. Marshall was a securities and
IP litigator at Fish & Richardson, an intellectual property and
commercial litigation firm. Mr. Marshall earned his J.D., magna cum
laude, from the University of San Diego School of Law and his B.S.
in Psychology from Brigham Young University.
ABOUT EOS imaging
EOS imaging is a global medical device company that designs,
develops and markets innovative, low dose 2D/3D full body and
weight-bearing imaging, rapid 3D modeling of EOS patient X-ray
images, web-based patient-specific surgical planning, and
integration of surgical plan into the operating room that
collectively bridge the entire spectrum of care from imaging to
post-operative assessment capabilities for orthopedic surgery. With
a primary focus on hips, knees, and spine, EOS imaging is targeting
a $2 billion annual market opportunity. EOS imaging has over 400
system installations in more than 40 countries generating more than
1 million patient exams annually. EOS imaging has corporate
locations in U.S., France, Canada, Germany, and Singapore, and has
more than 160 employees. For additional information, please visit
www.eos-imaging.com.
EOS imaging is listed on Euronext Paris - Compartment C of
Euronext ISIN : FR0011191766 - Mnémo : EOSI
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 through clinical distinction. ATEC’s Organic
Innovation Machine is focused on developing new approaches that
integrate seamlessly with the SafeOp Neural InformatiX System to
safely and reproducibly treat spine’s various pathologies and
achieve the goals of spine surgery. ATEC’s vision is to become the
Standard Bearer in Spine. For more information, visit us at
www.atecspine.com.
Alphatec Holdings, Inc. is listed on Nasdaq ISIN :
US02081G2012 - Mnémo : ATEC
1 On the basis of a capital composed of 26,659,946 shares
representing the same number of voting rights, pursuant to the
second paragraph of Article 223-11 of the AMF's general
regulations. 2 See press release of December 17, 2020 available on
the EOS imaging website. 3 During its meeting, the Board of
Directors noted that these new directors were linked to Alphatec
Holdings Inc. and therefore did not qualify as independent
directors in accordance with the Middlenext Code. 4 Namely Eric
Dasso, Gérard Hascoët, Michèle Lesieur, Marie Meynadier, Tyson
Marshall and Pat Miles
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version on businesswire.com: https://www.businesswire.com/news/home/20210518005978/en/
EOS imaging Valérie Worrall CFO investors@eos-imaging.com
(+33) 1 55 25 60 60
ATEC Company Contact: J. Todd Koning Chief Financial Officer
investorrelations@atecspine.com
ATEC Investor/Media Contact: Tina Jacobsen, CFA Investor
Relations + 1 (760) 494-6790 investorrelations@atecspine.com
FP2COM EOS Press Relations Florence Portejoie
fportejoie@fp2com.fr (+33) 6 07 76 82 83
NewCap Investor Relations Thomas Grojean
eos-imaging@newcap.eu (+33) 1 44 71 94 94