お知らせ • Sep 03
Globus Medical, Inc. (NYSE:GMED) completed the acquisition of NuVasive, Inc. (NasdaqGS:NUVA) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Thrivent Financial for Lutherans and others.
Globus Medical, Inc. (NYSE:GMED) entered into a definitive agreement to acquire NuVasive, Inc. (NasdaqGS:NUVA) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Thrivent Financial for Lutherans and others for $3.1 billion on February 8, 2023. Under the terms of the agreement, NuVasive shareholders will receive 0.75 of a share of Globus Medical Class A common stock for each share of NuVasive common stock owned at the closing of the transaction. Based on this exchange ratio, the implied share price for NuVasive would be $57.72, an equity value of $3.1 billion. Following the close of the transaction, NuVasive shareholders will own approximately 28% of the combined company, and Globus Medical shareholders will own approximately 72%, on a fully diluted basis. NuVasive will be required to make a payment to Globus Medical equal to $120 million if the Merger Agreement is terminated by NuVasive. Globus Medical will be required to make a payment to NuVasive equal to $120 million if the Merger Agreement is terminated by Globus Medical. Upon closing of the transaction, the combined company will have an eleven-member board composed of all eight directors from Globus Medical’s board and three directors from NuVasive’s board. David Paul, Chairman of the Globus Medical board of directors, will serve as Chairman of the combined company’s board of directors, Dan Scavilla will serve as chief executive officer and as a member of the board, Keith Pfeil, chief financial officer of Globus Medical, will serve as chief financial officer of the combined company, and Chris Barry, chief executive officer of NuVasive, will support integration planning of the combined company.
The transaction is subject to the approval of both companies’ shareholders, regulatory approval, registration statement on Form S-4, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and other customary closing conditions. The transaction was unanimously approved by the boards of directors of both companies. As of March 28, 2023, the registration statement has been declared effective. Globus Medical, in consultation with NuVasive, voluntarily withdrew its HSR Filing, in connection with the proposed acquisition of NuVasive by Globus Medical. Globus Medical re-filed the HSR Filing on April 3, 2023 in order to restart the initial waiting period under the HSR Act and to provide the U.S. Federal Trade Commission (the “FTC”) additional time to review the proposed transaction. A new 30-day waiting period under the HSR Act commenced on the date of such refiling. The waiting period under the HSR Act for the Merger will expire on May 3, 2023, unless such period is terminated earlier or extended. NuVasive and Globus Medical have scheduled their respective special meetings of stockholders for April 27, 2023 to vote on the proposed transaction. As of April 14, 2023, Institutional Shareholder Services recommends that NuVasive shareholders vote “FOR” the shareholder proposal to adopt the merger agreement. As of April 17, 2023, Glass Lewis & Co., LLC recommends that NuVasive shareholders vote “FOR” the shareholder proposal to adopt the merger agreement at the upcoming special meeting of shareholders. As of April 27, 2023, the shareholders of NuVasive have approved the transaction at the special meeting of shareholders. As on April 27, 2023, Globus Medical stockholders voted and approve the issuance of shares of Globus Class A Common Stock in connection with the Merger. On May 3, 2023, NuVasive and Globus Medical each received a request for additional information (the “Second Request”) from the FTC in connection with the FTC’s review of the transactions contemplated by the Merger Agreement. Issuance of the Second Request extends the waiting period under the HSR Act until 30 days after both NuVasive and Globus Medical substantially comply with the Second Request, unless the waiting period is extended voluntarily by the parties or terminated earlier by the FTC. All third party approvals that are closing conditions to the Merger under the Merger Agreement, other than the expiration or termination of the waiting period under the HSR Act, have been received. The transaction is expected to close in the middle of 2023. Globus Medical expects that the Merger will close in the third quarter of 2023. The transaction to be over 20% accretive to non-GAAP EPS in the first year post-close.
Goldman Sachs & Co. LLC acted as financial advisor and Rachael Bushey, Jennifer Porter and Laura Umbrecht of Goodwin Proctor LLP and Troutman Pepper Hamilton Sanders LLP acted as legal advisors to Globus Medical. BofA Securities, Inc. acted as financial advisor and Wachtell, Lipton, Rosen & Katz acted as legal advisor to NuVasive. Bofa Securities, Inc. acted as fairness opinion provider to NuVasive. Goldman Sachs & Co. LLC acted as fairness opinion provider to Globus Medical. Innisfree M&A Incorporated acted as proxy solicitor to NuVasive and NuVasive estimates that it will pay Innisfree a fee of approximately $80,000, plus reimbursement for certain out-of-pocket fees and expenses. Goldman Sachs & Co. LLC acted as due diligence provider to Globus and BofA Securities acted as due diligence provider to NuVasive.
Globus Medical, Inc. (NYSE:GMED) completed the acquisition of NuVasive, Inc. (NasdaqGS:NUVA) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Thrivent Financial for Lutherans and others on September 1, 2023.
