Participants in the Solicitation
Globus Medical, NuVasive, their respective directors and certain of their executive officers and other employees may be deemed to be participants in the
solicitation of proxies from Globus Medicals and NuVasives shareholders in connection with the proposed transaction. Information about the directors and executive officers of Globus Medical and their ownership of Globus Medical stock is
set forth in Globus Medicals annual report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 21, 2023 and its proxy statement for its
2022 annual meeting of stockholders, which was filed with the SEC on April 21, 2022. Information regarding NuVasives directors and executive officers is contained in NuVasives annual report on
Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 22, 2023, and its proxy statement for its 2022 annual meeting of stockholders, which was
filed with the SEC on March 30, 2022. Certain directors and executive officers of Globus Medical and NuVasive may have a direct or indirect interest in the transaction due to securities holdings, vesting of equity awards and rights to severance
payments. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Globus Medicals and NuVasives shareholders in connection with the proposed transaction will be
included in the joint proxy statement/prospectus. These documents can be obtained free of charge from the sources indicated above.
Cautionary Notes on
Forward-Looking Statements
This current report contains forward-looking statements within the meaning of the federal securities laws,
including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial
performance and financial condition, and often contain words such as expect, anticipate, intend, plan, believe, seek, see, will, would,
may, target, and similar expressions and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation
of the proposed transaction and the anticipated benefits thereof. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about NuVasives net sales outlook for 2023 and
expectations regarding longer-term financial performance, and the consummation of the proposed transaction with Globus Medical and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and
are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements, including the failure to consummate the proposed transaction or to make any filing or
take other action required to consummate such transaction in a timely matter or at all. Important risk factors that may cause such a difference include, but are not limited to: (i) the impact of the
COVID-19 pandemic on NuVasives business and financial results; (ii) further deterioration of general macroeconomic conditions, including inflationary pressures, disruptions to the global supply
chain, fluctuations in currency exchange rates, higher freight and labor costs, and weakness in economic conditions generally; (iii) NuVasives ability to maintain operations to support its customers and patients in the near-term and to
capitalize on future growth opportunities; (iv) risks associated with acceptance of NuVasives surgical products and procedures by spine surgeons and hospitals, (v) development and acceptance of new products or product enhancements,
(vi) clinical and statistical verification of the benefits achieved via the use of NuVasives products, (vii) NuVasives ability to adequately manage inventory as it continues to release new products, (viii) the proposed
transaction may not be completed on anticipated terms and timing or at all, (ix) a condition to closing of the transaction may not be satisfied, including obtaining shareholder and regulatory approval, (x) the anticipated tax treatment of
the transaction may not be obtained, (xi) the potential impact of unforeseen liabilities, future capital expenditures, revenues, costs, expenses, earnings, synergies, economic performance, indebtedness, financial condition and losses on the
future prospects, business and management strategies for the management, expansion and growth of the combined business after the consummation of the transactions, (xii) potential litigation relating to the proposed transaction that could be
instituted against Globus Medical, NuVasive or their respective directors, (xiii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transactions, (xiv) any negative
effects of the announcement, pendency or consummation of the transactions on the market price of Globus Medicals or NuVasives common stock and on Globus Medicals or NuVasives businesses or operating results, (xv) risks
associated with third party contracts containing consent and/or other provisions that may be triggered by the proposed transaction, (xvi) the risks and costs associated with the integration of, and the ability of Globus Medical and NuVasive to
integrate, their businesses successfully and to achieve anticipated synergies, (xvii) the risk that disruptions from the proposed transaction will harm Globus Medicals or NuVasives business, including current plans and operations,
(xviii) the ability of Globus Medical or NuVasive to retain and hire key personnel and uncertainties arising from leadership changes, (xix) legislative, regulatory and economic developments, and (xx) the other risks described in
Globus Medicals and NuVasives most recent annual reports on Form 10-K and quarterly reports on Form 10-Q. In addition, the press release contains selected
financial results for NuVasive from the fourth quarter and full-year 2022 which are prior to the completion of review and audit procedures by NuVasives external auditors and are subject to adjustment. NuVasives projections for 2023 net
sales guidance and expectations regarding longer-term financial performance represent initial estimates and are subject to the risk of being inaccurate because of the preliminary nature of the forecasts, the risk of further adjustment, or
unanticipated difficulty in selling products or generating expected profitability.
These risks, as well as other risks associated with the proposed
transaction, will be more fully discussed in the joint proxy statement/prospectus that will be included in the registration statement on Form S-4 that will be filed with the SEC in connection with
the proposed transaction. While the list of factors presented here is, and the list of factors to be presented in the registration statement on Form S-4 are, considered representative, no such list
should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results
as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material
adverse effect on Globus Medicals or NuVasives consolidated financial condition, results of operations, credit rating or liquidity. Neither Globus Medical nor NuVasive assumes any obligation to publicly provide revisions or updates to
any forward looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.