RTI Surgical Holdings, Inc.® Announces Record Dates and Stockholder Meetings Date for Sale of OEM Business and Annual Meetin...
March 09 2020 - 4:15PM
RTI Surgical Holdings, Inc. (Nasdaq: RTIX), a global surgical
implant company, announced today that it has set a new record date
for the special meeting of its shareholders, which was previously
scheduled for March 31, 2020 (the “Special Meeting”) to, among
other things, consider and vote on various proposals necessary to
close the previously announced Equity Purchase Agreement, dated
January 13, 2020 (the “Purchase Agreement”), with Ardi Bidco Ltd.,
a Delaware corporation and an entity affiliated with Montagu
Private Equity, LLP (the “Buyer”), pursuant to which the Buyer will
acquire the OEM business of the Company by means of a sale (the
“Sale”) of certain affiliates of the Company.
Stockholders of record as of the close of
business on April 8, 2020, will be entitled to vote at the Special
Meeting, which is now scheduled to take place on May 13, 2020. The
Sale is subject to certain customary closing conditions and
approval from our stockholders. The Sale is expected to close in
the first half of 2020.
RTI Surgical Holdings also announced today that
it has set a record date for the annual meeting of its shareholders
(the “Annual Meeting”). Stockholders of record as of the close of
business on April 8, 2020, will be entitled to vote at the Annual
Meeting, which is now scheduled to take place on May 13, 2020.
Investor and Media ContactMolly
Poarchmpoarch@rtix.com +1 224 287 2661
About RTI Surgical Holdings,
Inc.
RTI Surgical Holdings is a leading global
surgical implant company providing surgeons with safe biologic,
metal and synthetic implants. Committed to delivering a higher
standard, RTI’s implants are used in sports medicine, plastic
surgery, spine, orthopedic and trauma procedures and are
distributed in over 50 countries. RTI has four manufacturing
facilities throughout the U.S. and Europe. RTI is accredited in the
U.S. by the American Association of Tissue Banks and is a member of
AdvaMed. For more information, please visit www.rtix.com. Connect
with us on LinkedIn and Twitter.
Forward-Looking Statements
This communication contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are based on
management’s current expectations, estimates and projections about
our industry, our management’s beliefs and certain assumptions made
by our management. Words such as “anticipates,” “expects,”
“intends,” “plans,” “believes,” “seeks,” “estimates,” variations of
such words and similar expressions are intended to identify such
forward-looking statements. The forward-looking statements are not
guarantees of future performance and are based on certain
assumptions including general economic conditions, as well as those
within RTI Surgical Holdings, Inc.’s industry and numerous other
factors and risks identified in RTI Surgical Holdings, Inc.’s Form
10-K for the fiscal year ended December 31, 2018 and other filings
with the Securities and Exchange Commission (SEC). Our actual
results may differ materially from the anticipated results
reflected in these forward-looking statements. Important factors
that could cause actual results to differ materially from the
anticipated results reflected in these forward-looking statements
include risks and uncertainties relating to the following: (i) the
risk that the Company may be unable to obtain stockholder approval
for the proposed transaction or that the Company or Montagu may be
unable to obtain regulatory approvals required for the proposed
transaction, or required regulatory approvals may delay the
proposed transaction; (ii) the risk that a condition to the closing
of the proposed transaction may not be satisfied; (iii) the risk
that the occurrence of an event that could give rise to termination
of the definitive agreement; (iv) the risk that shareholder
litigation in connection with the proposed transaction may affect
the timing or occurrence of the proposed transaction or result in
significant costs of defense, indemnification and liability; (v)
the timing to consummate the proposed transaction; (vi) the effect
and timing of changes in laws or in governmental regulations; (vii)
general worldwide economic conditions and related uncertainties;
(viii) the impact of potential global health emergencies such as
COVID-19 (coronavirus); and (ix) other risks described in our
public filings with the SEC. Additional risks and uncertainties
will be discussed in the proxy statement and other materials that
the Company will file with the SEC in connection with the proposed
transaction. There can be no assurance that the Sale will be
completed, or if it is completed, that it will close within the
anticipated time period. These factors should be considered
carefully and undue reliance should not be placed on the
forward-looking statements. Each forward-looking statement in this
communication speaks only as of the date of the particular
statement. Copies of the Company’s SEC filings may be obtained by
contacting the Company or the SEC or by visiting RTI’s website at
www.rtix.com or the SEC’s website at www.sec.gov. We undertake no
obligation to update these forward-looking statements except as may
be required by law.
Important Additional Information and
Where to Find It
In connection with the proposed transaction, the
Company will file relevant materials with the SEC, including a
preliminary proxy statement on Schedule 14A. Following the filing
of the definitive proxy statement with the SEC, the Company will
mail the definitive proxy statement and a proxy card to each
stockholder entitled to vote at the special meeting related to the
proposed transaction. INVESTORS AND SECURITY HOLDERS ARE
ENCOURAGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC WHEN SUCH DOCUMENTS BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders will be able to obtain
the proxy statement and other relevant materials filed by the
Company with the SEC free of charge at the SEC’s website,
www.sec.gov, from the Company at its website, www.rtix.com, or by
contacting the Company’s Investor Relations at (847)
530-0249.
Participants in
Solicitation
RTI Surgical Holdings, Inc. and its respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies in respect of the proposed
transaction. Information concerning RTI Surgical Holdings, Inc.’s
participants is set forth in the proxy statement, filed March 25,
2019, for RTI Surgical Holdings, Inc.’s 2019 annual meeting of
stockholders as filed with the SEC on Schedule 14A. Additional
information regarding the interests of such participants in the
solicitation of proxies in respect of the proposed transaction will
be included in the proxy statement and other relevant materials to
be filed with the SEC when they become available.
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