Financial Market

ORTHOFIX MEDICAL INC. : Other Events, Financial Statements and Exhibits (form 8-K)

Item 8.01 Other Events.

As previously disclosed, on October 10, 2022, Orthofix Medical Inc., a Delaware
corporation (“Orthofix”) and Orca Merger Sub Inc., a Delaware corporation and a
wholly-owned subsidiary of Orthofix (“Merger Sub”), entered into an Agreement
and Plan of Merger (the “Merger Agreement”) with SeaSpine Holdings Corporation,
a Delaware corporation (“SeaSpine”). The Merger Agreement provides that, upon
the terms and subject to the conditions set forth in the Merger Agreement (which
include approval by both companies’ shareholders), Merger Sub will merge with
and into SeaSpine (the “Merger”), with SeaSpine continuing as the surviving
company and a wholly-owned subsidiary of Orthofix following the Merger. The
Merger Agreement further provides that Jon Serbousek, Orthofix’s current
President, Chief Executive Officer, will serve as the combined company’s
Executive Chairman of the Board, and Keith Valentine, SeaSpine’s current
President and Chief Executive Officer, will serve as the combined company’s
President and Chief Executive Officer and as a member of the combined company’s
Board.

On November 17, 2022, Messrs. Serbousek and Valentine announced to Orthofix and
SeaSpine’s employees the future Executive Leadership Team of the combined
company upon completion of the Merger. The new Executive Leadership Team
includes:

Suzanne Armstrong, Senior Vice President, Global Human Resources



  •   John Bostjancic, Chief Financial Officer



  •   Roberto Donadello, Senior Vice President, Global Operations



  •   Kim Elting, President, Global Orthopedics



    •     Ehab Esmail, Senior Vice President, Global Quality, Regulatory and
          Clinical Affairs



  •   Kevin Kenny, President, Global Spine



  •   Patrick Keran, Chief Legal Officer



  •   Tyler Lipschultz, President, Global BiologicsBeau Standish, President, Global Enabling Technologies



    •     Chief Compliance Officer (position currently open) to be named at a later
          date

Orthofix’s board of directors intends to make executive officer appointments for
the combined company, in advance of and effective upon the closing of the
Merger, reflecting the foregoing new Executive Leadership Team.

In connection with certain of these matters, on November 18, 2022, Orthofix and
SeaSpine jointly issued a press release, a copy of which is filed as Exhibit
99.1 hereto and incorporated herein by reference.

Forward-Looking Statements

This report contains statements which, to the extent they are not statements of
historical or present fact, constitute “forward-looking statements” under the
securities laws. From time to time, oral or written forward-looking statements
may also be included in other information released to the public. These
forward-looking statements are intended to provide Orthofix’s and SeaSpine’s
respective management’s current expectations or plans for our future operating
and financial performance, based on assumptions currently believed to be valid.
Forward-looking statements can be identified by the use of words such as
“believe,” “expect,” “expectations,” “plans,” “strategy,” “prospects,”
“estimate,” “project,” “target,” “anticipate,” “will,” “should,” “see,”
“guidance,” “outlook,” “confident,” “on track” and other words of similar
meaning. Forward-looking statements may include, among other things, statements
relating to future sales, earnings, cash flow, results of operations, uses of
cash, tax rates, R&D spend, other measures of financial performance, potential
future plans, strategies or transactions, credit ratings and net indebtedness,
other anticipated benefits of the proposed merger, including estimated synergies
and cost savings resulting from the proposed merger, the expected timing of
completion of the proposed merger, estimated costs associated with such
transaction and other statements that are not historical facts. All
forward-looking statements involve risks, uncertainties and other factors that
may cause actual results to differ materially from those expressed or implied in
the forward-looking statements. For those statements, we claim the protection of
the safe harbor for forward-looking statements contained in the U.S. Private
Securities Litigation Reform Act of 1995. Such risks, uncertainties and other
factors include, without limitation: (1) the effect of economic conditions in
the industries and markets in which Orthofix and SeaSpine operate in the U.S.
and globally and any changes therein, including financial market conditions,
fluctuations in commodity prices, interest rates and foreign currency exchange
rates, and the levels of market demand in the health care segments in which our
products are purchased and utilized; (2) challenges in the development,
regulatory approval, commercialization, reimbursement, market acceptance,

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performance and realization of the anticipated benefits of new products of the
combined company; (3) the scope, nature, impact or timing of the proposed
merger, including among other things the integration of the businesses and
realization of synergies and opportunities for growth and innovation and
incurrence of related costs and expenses; (4) future levels of indebtedness,
capital spending and research and development spending; (5) future availability
of credit and factors that may affect such availability, including credit market
conditions and our capital structure; (6) delays and disruption in delivery of
materials and services from suppliers; (7) cost reduction efforts and
restructuring costs and savings; (8) new business and investment opportunities;
(9) the ability to realize the intended benefits of organizational changes;
(10) the anticipated benefits of diversification and balance of operations
across product lines, regions and industries; (11) the effect of changes in
political conditions in the U.S. and other countries in which Orthofix, SeaSpine
and the businesses of each operate, including the effect of changes in U.S.
healthcare policies, on general market conditions in the near term and beyond;
(12) the effect of changes in tax, regulatory and other laws and regulations in
the U.S. and other countries in which Orthofix, SeaSpine and the businesses of
each operate; (13) negative effects of the announcement or pendency of the
proposed merger on the market price of Orthofix and/or SeaSpine’s respective
common stock and/or on their respective financial performance; (14) the ability
of the parties to receive the required regulatory approvals for the proposed
merger (and the risk that such approvals may result in the imposition of
conditions that could adversely affect the combined company or the expected
benefits of the transaction) and approvals of Orthofix’s and SeaSpine’s
shareholders and to satisfy the other conditions to the closing of the merger on
a timely basis or at all; (15) the occurrence of events that may give rise to a
right of one or both of the parties to terminate the merger agreement;
(16) risks relating to the value of the Orthofix shares to be issued in the
proposed merger, significant transaction costs and/or unknown liabilities;
(17) the possibility that the anticipated benefits from the proposed merger
cannot be realized in full or at all or may take longer to realize than
expected, including risks associated with third party contracts containing
consent and/or other provisions that may be triggered by the proposed
transaction; (18) risks associated with transaction-related litigation; (19) the
possibility that costs or difficulties related to the integration of Orthofix’s
and SeaSpine’s operations will be greater than expected; (20) the ability of the
combined company to retain and hire key personnel; (21) the intended
qualification of the merger as a tax-free reorganization to Orthofix and
SeaSpine shareholders for U.S. federal income tax purposes; and (22) the impact
of the proposed merger on the respective businesses of Orthofix and SeaSpine.
There can be no assurance that the proposed merger will in fact be consummated
in the manner described or at all. For additional information on identifying
factors that may cause actual results to vary materially from those stated in
forward-looking statements, see the reports of Orthofix and SeaSpine on
Forms 10-K, 10-Q and 8-K filed with or furnished to the SEC from time to time.
Any forward-looking statement speaks only as of the date on which it is made,
and Orthofix and SeaSpine assume no obligation to update or revise such
statement, whether as a result of new information, future events or otherwise,
except as required by applicable law.

Important Additional Information and Where to Find It

In connection with the proposed transaction, Orthofix has filed with the SEC a
registration statement on Form S-4, which includes a preliminary prospectus of
Orthofix and a preliminary joint proxy statement of Orthofix and SeaSpine (the
“joint proxy statement/prospectus”). Each party also plans to file other
relevant documents with the SEC regarding the proposed transaction. INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. A
definitive joint proxy statement/prospectus will be sent to Orthofix’s
shareholders and SeaSpine’s shareholders. Investors and securityholders may
obtain a free copy of the joint proxy statement/prospectus (if and when it
becomes available) and other relevant documents filed by Orthofix and SeaSpine
with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed
by Orthofix with the SEC will be available free of charge on Orthofix’s website
at http://ir.orthofix.com/ or by contacting Orthofix’s Investor Relations at
(214) 937-3190. Copies of the documents filed by SeaSpine with the SEC will be
available free of charge on SeaSpine’s website at http://investor.seaspine.com/
or by contacting SeaSpine’s Investor Relations at (415) 937-5402.

Orthofix and SeaSpine and their respective directors, executive officers and
other members of management and employees may be deemed to be participants in
the solicitation of proxies in respect of the proposed transaction. Information
about directors and executive officers of Orthofix is available in the Orthofix
proxy statement for its 2022 Annual Meeting, which was filed with the SEC on
April 27, 2022. Information about directors and executive officers of SeaSpine
is available in the SeaSpine proxy statement for its 2022 Annual Meeting, which
was filed with the SEC on April 22, 2022. Other information regarding the
participants in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained in the
joint proxy statement/prospectus and other relevant materials filed with the SEC
regarding the proposed transaction when they

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become available. Investors should read the joint proxy statement/prospectus
carefully when it becomes available before making any voting or investment
decisions. Investors may obtain free copies of these documents from Orthofix and
SeaSpine as indicated above.

No Offer or Solicitation

This report and the information contained herein shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering 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.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



99.1      Joint Press Release of Orthofix Medical Inc. and SeaSpine Holdings
        Corporations, dated November 18, 2022.

104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document).

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© Edgar Online, source Glimpses

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