RTI Surgical Holdings, Inc.® to Delay Form 10-K filing for Fiscal Year 2019
March 16 2020 - 4:10PM
RTI Surgical Holdings, Inc. (Nasdaq: RTIX), a global surgical
implant company, announced it will file a Form 12b-25 Notification
of Late Filing with the Securities and Exchange Commission (the
“SEC”) to provide a 15 calendar day extension within which to file
its Form 10-K for the fiscal year ended December 31, 2019.
The Audit Committee (the “Audit Committee”) of the Company’s
Board of Directors, with the assistance of independent legal and
forensic accounting advisors, is in the process of conducting an
internal investigation of current and prior period matters relating
to the Company’s revenue recognition practices regarding the timing
of revenue with respect to certain contractual arrangements,
primarily with OEM customers, including the accounting treatment,
financial reporting and internal controls related to such
arrangements. The Audit Committee investigation was precipitated by
an ongoing SEC investigation related to the periods 2014 through
2016. The Company will not be in a position to file its Form 10-K
until the Audit Committee concludes its investigation and the
Company and its independent auditor assess the results of that
investigation. The Company is working to complete its analysis and
file its Form 10-K for the year ended December 31, 2019 within the
extension period (through March 31, 2020), but no assurance can be
given that it will be able to do so.
Immediately following the filing of our 10-K,
the Company expects to file the preliminary proxy statement for the
special meeting of its shareholders to, among other things,
consider and vote on various proposals necessary to close the
previously announced Equity Purchase Agreement, dated January 13,
2020, 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. We continue to expect the Sale to close in the first half
of 2020.
Because of the circumstances set forth above,
there will be no call related to the Company’s 2019 financial
results.
Media and Investor ContactJonathon
Singerjsinger@rtix.com +1 630 652 5904
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 StatementsThis communication
contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, which may include
statements regarding RTI Surgical Holdings’ ability to file its
Form 10-K for the year ended December 31, 2019 within the extension
period and RTI Surgical Holdings’ ability to close the Sale in the
first half of 2020. 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’
industry, and numerous other factors and risks identified in the
Company’s Form 10-K for the fiscal year ended December 31, 2018 and
other filings with the 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) uncertainty as
to the scope, timing and ultimate findings of the internal
investigation; (ii) the costs and expenses relating to the internal
investigation; (iii) the impact of the internal investigation on
RTI Surgical Holdings, its management and operations, including
potential financial impact on RTI Surgical Holdings; (iv) the risk
of potential litigation or regulatory action arising from the
internal investigation and its findings or from the failure to
timely file the Form 10-K; (v) the potential identification of
control deficiencies, including potential material weaknesses in
internal control over financial report and the impact of the same;
(vi) potential reputational damage that RTI Surgical Holdings may
suffer as a result of the matters under investigation; (vii) the
possibility that RTI Surgical Holdings will be unable to file its
Form 10-K within the extension period of 15 calendar days provided
under Rule 12b-25 of the Securities Exchange Act of 1934; (viii)
the risk that the filing of the Form 10-K will take longer than
currently anticipated; (ix) the risk that RTI Surgical Holdings may
be unable to obtain shareholder approval for the proposed
transaction or that RTI Surgical Holdings or Montagu may be unable
to obtain regulatory approvals required for the proposed
transaction, or required regulatory approvals may delay the
proposed transaction; (x) the risk that a condition to the closing
of the proposed transaction may not be satisfied; (xi) the risk
that the occurrence of an event that could give rise to termination
of the definitive agreement; (xii) 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; (xiii)
the timing to consummate the proposed transaction; (xiv) the effect
of the announcement or disruption from the proposed transaction
making it more difficult to retain and hire key personnel and
maintain relationships with customers, suppliers and other third
parties; (xv) the diversion of management time and attention on the
proposed transaction; (xvi) general worldwide economic conditions
and related uncertainties; (xvii) the impact of potential global
health emergencies such as COVID-19 (coronavirus); (xviii) the
effect and timing of changes in laws or in governmental
regulations; and (xix) 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 RTI
Surgical Holdings will file with the SEC in connection with the
proposed transaction. There can be no assurance that the
proposed transaction will be completed, or if it is completed, that
it will close within the anticipated time period or that the
expected benefits of the proposed transaction will be
realized. 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, RTI
Surgical Holdings will file relevant materials with the Securities
and Exchange Commission, 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 SolicitationThe Company 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 the Company’s
participants is set forth in the proxy statement, filed March 25,
2019, for the Company’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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