Orthofix confirms $23.00 per share cash buyout offer from PE funds

In a regulatory filing, Orthofix Medical (OFIX) announced that it received an unsolicited, non-binding indication of interest from two private equity fund sponsors to acquire all of the outstanding equity of Orthofix for $23.00 per share in cash. The non-binding indication of interest was subject to, among other things, the completion of due diligence, to the sole satisfaction of the sponsors, the arranging of debt financing to fund the purchase price, the completion of unspecified regulatory approvals, and internal approvals by the investment committees of the sponsors. As previously announced, Orthofix has entered into a definitive merger agreement with SeaSpine Holdings (SPNE) to combine in an all-stock transaction, pursuant to which, at the close of the transaction, Orthofix stockholders will own approximately 56.5% of the combined business, and SeaSpine stockholders will own approximately 43.5% of the combined business. The transaction is expected to close early in the first quarter of 2023, subject to Orthofix and SeaSpine stockholder approvals and other customary closing conditions. The Orthofix board engaged in a comprehensive and thorough review and evaluation of the indication of interest Orthofix received, in consultation with legal and financial advisers. Following such review and evaluation, the Orthofix board unanimously determined that the SeaSpine merger transaction continues to be in the best interests of Orthofix and its stockholders. The Orthofix board further unanimously determined that it is unable to conclude that the indication of interest is reasonably likely to lead to a superior proposal under the terms of Orthofix's merger agreement with SeaSpine. The Orthofix board reaffirms to stockholders its recommendation in favor of the SeaSpine merger transaction and remains fully committed to completing the transaction with SeaSpine. A special meeting of Orthofix stockholders has been scheduled for January 4, 2023 to vote on a proposal to approve the issuance of Orthofix common stock in the proposed SeaSpine merger transaction.