SAN
DIEGO, April 27, 2023 /PRNewswire/ -- NuVasive,
Inc. (NASDAQ: NUVA), the leader in spine technology innovation,
focused on transforming spine surgery with minimally disruptive,
procedurally integrated solutions, today announced that at the
special meeting of shareholders held earlier today, its
shareholders voted to approve the adoption of the Company's merger
agreement with Globus Medical (NYSE: GMED). As previously
announced, under the terms of the merger 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.
"We appreciate our shareholders' strong support for NuVasive's
combination with Globus Medical," said Chris Barry, chief executive officer of
NuVasive. "We look forward to closing the transaction and realizing
the significant benefits created by joining our more than 5,000
employees, geographic footprints, highly complementary innovations,
customer bases and leading portfolios."
Globus Medical is holding a separate special meeting of
shareholders later today to vote on the issuance of Globus Medical
shares to NuVasive shareholders in connection with the
transaction.
The final voting results of the NuVasive special meeting will be
reported in a Form 8-K filed by NuVasive with the U.S. Securities
and Exchange Commission.
About NuVasive
NuVasive, Inc. (NASDAQ: NUVA) is the leader in spine technology
innovation, with a mission to transform surgery, advance care, and
change lives. The Company's less-invasive, procedurally integrated
surgical solutions are designed to deliver reproducible and
clinically proven outcomes. The Company's comprehensive procedural
portfolio includes surgical access instruments, spinal implants,
fixation systems, biologics, software for surgical planning,
navigation and imaging solutions, magnetically adjustable implant
systems for spine and orthopedics, and intraoperative
neuromonitoring technology and service offerings. With more than
$1 billion in net sales, NuVasive
operates in more than 50 countries serving surgeons, hospitals, and
patients. For more information, please visit www.nuvasive.com.
Cautionary Notes on Forward-Looking Statements
This communication 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. 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 proposed transaction
may not be completed on anticipated terms and timing or at all,
(ii) a condition to closing of the transaction may not be
satisfied, including obtaining shareholder and regulatory
approvals, (iii) the anticipated tax treatment of the transaction
may not be obtained, (iv) 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, (v) potential litigation relating to the proposed
transaction that could be instituted against Globus Medical,
NuVasive or their respective directors, (vi) potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the transactions, (vii) any negative
effects of the announcement, pendency or consummation of the
transactions on the market price of Globus Medical's or NuVasive's
common stock and on Globus Medical's or NuVasive's businesses or
operating results, (viii) risks associated with third party
contracts containing consent and/or other provisions that may be
triggered by the proposed transaction, (ix) 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, (x) the risk that disruptions
from the proposed transaction will harm Globus Medical's or
NuVasive's business, including current plans and operations, (xi)
the ability of Globus Medical or NuVasive to retain and hire key
personnel and uncertainties arising from leadership changes, (xii)
legislative, regulatory and economic developments, and (xiii) the
other risks described in Globus Medical's and NuVasive's most
recent annual reports on Form 10-K and quarterly reports on Form
10-Q.
These risks, as well as other risks associated with the proposed
transaction, are more fully discussed in the joint proxy
statement/prospectus included in the registration statement on Form
S-4 initially filed by Globus Medical with the U.S. Securities and
Exchange Commission ("SEC") on March 10,
2023, as amended on March 24,
2023, in connection with the proposed transaction. While the
list of factors presented here is, and the list of factors
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 Medical's or NuVasive's
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.
Important Information About the Transaction and Where To Find
It
This communication relates to a proposed business combination
of NuVasive and Globus Medical. In connection with the
proposed transaction, Globus Medical filed a registration statement
on Form S-4 with the SEC on March
10, 2023, which was amended on March
24, 2023 and that includes a joint proxy
statement/prospectus. The registration statement on
Form S-4, including the joint proxy statement/prospectus,
provides details of the proposed transaction and the attendant
benefits and risks. The registration statement was declared
effective on March 28, 2023, and
NuVasive filed a definitive proxy statement on March 28, 2023. Globus Medical and NuVasive
commenced mailing of the definitive joint proxy
statement/prospectus to their respective stockholders on
March 29, 2023. Globus Medical and
NuVasive may also file other documents with the SEC regarding the
proposed transaction. This document is not a substitute for
the joint proxy statement/prospectus or the registration statement
on Form S-4 or any other document which Globus Medical or NuVasive
may file with the SEC. INVESTORS AND SECURITY HOLDERS OF GLOBUS
MEDICAL AND NUVASIVE ARE URGED TO READ THE REGISTRATION STATEMENT,
INCLUDING THE JOINT PROXY STATEMENT/PROSPECTUS, AND ANY OTHER
RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED
MATTERS. The documents filed by Globus Medical or NuVasive with the
SEC will be available free of charge at the SEC's website
(www.sec.gov) and from Globus Medical and NuVasive, as applicable.
Requests for copies of the joint proxy statement/ prospectus and
other documents filed by Globus Medical with the SEC may be made by
contacting Keith Pfeil, Chief
Financial Officer, by phone at (610) 930-1800 or by email at
kpfeil@globusmedical.com, and request for copies of the joint proxy
statement/prospectus and other documents filed by NuVasive may be
made by contacting Matt Harbaugh,
Chief Financial Officer, by phone at (858) 210-2129 or by email at
investorrelations@nuvasive.com.
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 Medical's
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 Medical's annual report on Form 10-K and Form 10-K/A for the
fiscal year ended December 31, 2022,
which was filed with the SEC on February 21,
2023 and March 16, 2023,
respectively. Information regarding NuVasive's directors and
executive officers is contained in NuVasive's annual report on Form
10-K and Form 10-K/A for the fiscal year ended December 31, 2022, which was filed with the SEC
on February 22, 2023, and
April 12, 2023, respectively. 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 Medical's shareholders in connection with
the proposed transaction is included in the joint proxy
statement/prospectus. These documents can be obtained free of
charge from the sources indicated above.
No Offer or Solicitation
This communication is for informational purposes only and is not
intended to and does not constitute an offer to subscribe for, buy
or sell, or the solicitation of an offer to subscribe for, buy or
sell, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in which such offer, sale or
solicitation would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, and otherwise in accordance with
applicable law. This document also does not constitute a
solicitation of proxy.
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SOURCE NuVasive, Inc.