NUVA Nuvasive Inc

On June 6, 2016 (the “ Agreement Date ”), NuVasive, Inc., a Delaware corporation (the “ Company ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Bionic Acquisition Corporation, a Delaware corporation (“ Merger Sub ”) and wholly-owned subsidiary of the Company, BNN Holdings Corp, a Delaware corporation (“ BNN Holdings ”), and GPP I-BNN, LLC, a Delaware limited liability corporation, in its capacity as the securityholders’ agent to BNN Holdings (the “ Securityholders’ Representative ”). The Merger Agreement provides that, at the effective time of the merger (the “ Closing ”), upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into BNN Holdings, with BNN Holdings continuing as the surviving entity and a wholly-owned subsidiary of the Company (the “ Merger ”). The Merger Agreement and the transactions contemplated thereby have been unanimously approved by the Board of Directors of both the Company and BNN Holdings, as well as the requisite stockholders of BNN Holdings.

Subject to the terms and conditions of the Merger Agreement, the Company has agreed to pay a purchase price of $98.0 million in cash at the Closing (the “ Merger Consideration ”). The Company expects to fund the Merger Consideration with existing cash on hand. The Merger Consideration payable to securityholders of BNN Holdings (the “ BNN Security Holders ”) will be subject to working capital, net debt, net cash and transaction expense adjustments as set forth in the Merger Agreement. At the Closing, $9.8 million of the Merger Consideration will be contributed to an escrow fund to secure the BNN Security Holders’ obligations to indemnify the Company for a period of 15 months following the Closing for certain matters, including breaches of representations and warranties and covenants included in the Merger Agreement.

The Merger Agreement contains customary representations, warranties and covenants of the parties, including, among other things, that during the period from the Agreement Date until the earlier of the termination of the Merger Agreement or the Closing, BNN Holdings agrees (a) to carry on its business in the usual regular and ordinary course; (b) to use all commercially reasonable efforts to preserve intact the present business organizations, keep available is present officers and key employees and preserve the relationships with customers, suppliers, distributors, licensors, licensees and others having business dealings with BNN Holdings and its subsidiaries and related businesses; and (c) not to solicit, initiate or encourage any inquires or proposals that constitute a proposal or offer for a merger, consolidation, asset acquisition or similar business combinations involving BNN Holdings and its subsidiaries and related businesses.

The Merger Agreement also contains standard conditions to Closing, including, among other things:

The Merger Agreement provides for limited termination rights, including but not limited to, by the mutual consent of the Company and BNN Holdings; upon certain breaches of representations, warranties, covenants or agreements; and in the event the Merger has not been consummated by a mutually agreed upon date between the parties.

The foregoing description of the Merger Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the Merger Agreement, a copy of which will be filed as an exhibit to the Current Report on Form 8-K filed by the Company to announce the Closing of the Merger.