- Merger with TPG Capital Now Valued
at $737 Million
Exactech, Inc. (Nasdaq: EXAC), a leading developer and producer
of orthopaedic implant devices and surgical instrumentation for
extremities and large joints, announced today that it has entered
into an amendment to its merger agreement with TPG Capital and
certain of its affiliates which was previously announced on October
23, 2017. Pursuant to the amended merger agreement, the Company’s
common stock outstanding immediately prior to the effective time of
the merger (other than certain shares held by the Company’s
founders and certain management shareholders) will be converted
into the right to receive $49.25 per share in cash. This represents
an increase of approximately 17.3% over the $42.00 of per share
merger consideration previously agreed to by Exactech and TPG
Capital. TPG Capital has also increased its equity financing
commitment to $737 million for purposes of consummating the
merger.
Pursuant to a rollover and voting support agreement entered into
at the time of the amended merger agreement, the Company’s
founders, CEO and certain other management shareholders have agreed
with TPG to exchange a portion of their shares in the transaction,
representing approximately 18.8% of the Company’s outstanding
common stock, for new equity securities in the post-closing
ownership of the Company at a valuation equal to or less than
$49.25 per share. Such founding and management shareholders have
previously agreed to vote all of their shares for the approval of
the amended merger agreement.
Exactech’s Board has approved the amended merger agreement with
TPG and has determined that it is advisable, fair to and in the
best interests of Exactech and its shareholders. Exactech’s Board
hereby recommends to Exactech’s shareholders that they vote to
approve the merger agreement and the merger with TPG.
TPG has arranged fully committed equity financing for the
transaction and there is no financing condition to consummation of
the merger with the Company. Early termination of the statutory
waiting period under the Hart-Scott-Rodino Act was obtained on
November 17, 2017 and, accordingly, there are no anti-competition
or other regulatory approvals needed to consummate the merger with
TPG Capital’s affiliate. The merger is expected to close during the
first quarter of 2018, subject to customary closing conditions.
Advisors
J.P. Morgan Securities LLC is acting as financial advisor to
Exactech. Greenberg Traurig, P.A. (Miami) and Greenberg Traurig,
LLP (NYC) are acting as Exactech’s legal advisor. Ropes & Gray
LLP is acting as legal advisor to TPG Capital.
About Exactech
Exactech was founded in 1985 by orthopedic surgeon Dr. Bill
Petty, his wife Betty and biochemical engineer Gary Miller, PhD,
with the purpose of improving the quality of care for patients
suffering from joint injury or disease, such as arthritis. The
company employs more than 700 individuals including engineers,
researchers, manufacturing professionals and sales representatives,
and distributes its products to more than 35 countries around the
world.
Based in Gainesville, Fla., Exactech develops and markets
orthopaedic implant devices, related surgical instruments and
biologic materials and services to hospitals and physicians. The
company manufactures many of its orthopaedic devices at its
Gainesville facility. Exactech’s orthopaedic products are used in
the restoration of bones and joints that have deteriorated as a
result of injury or diseases such as arthritis. Exactech markets
its products in the United States, in addition to more than 30
markets in Europe, Latin America, Asia and the Pacific. Additional
information about Exactech can be found at http://www.exac.com.
About TPG
TPG is a leading global alternative asset firm founded in 1992
with more than $73 billion of assets under management and offices
in Austin, Beijing, Boston, Dallas, Fort Worth, Hong Kong, Houston,
London, Luxembourg, Melbourne, Moscow, Mumbai, New York, San
Francisco, Seoul, and Singapore. TPG’s investment platforms are
across a wide range of asset classes, including private equity,
growth venture, real estate, credit, and public equity. TPG aims to
build dynamic products and options for its investors while also
instituting discipline and operational excellence across the
investment strategy and performance of its portfolio. For more
information, visit www.tpg.com.
Forward-Looking Statements
This press release includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements include, but are not
limited to, statements regarding Exactech’s proposed business
combination transaction with TPG Capital, all statements regarding
Exactech’s expected future financial position, results of
operations, cash flows, dividends, financing plans, business
strategy, budgets, capital expenditures, competitive positions,
growth opportunities, plans and objectives of management, and
statements containing the words such as “anticipate,”
“approximate,” “believe,” “plan,” “estimate,” “expect,” “project,”
“could,” “would,” “should,” “will,” “intend,” “may,” “potential,”
“upside,” and other similar expressions. All Statements in this
press release that are not historical facts, are forward-looking
statements that reflect the best judgment of Exactech based upon
currently available information.
Such forward-looking statements are inherently uncertain, and
shareholders and other potential investors must recognize that
actual results may differ materially from Exactech’s expectations
as a result of a variety of factors, including, without limitation,
those discussed below. Such forward-looking statements are based
upon management’s current expectations and include known and
unknown risks, uncertainties and other factors, many of which
Exactech is unable to predict or control, that may cause its actual
results, performance or plans to differ materially from any future
results, performance or plans expressed or implied by such
forward-looking statements. These statements involve risks,
uncertainties and other factors discussed below and detailed from
time to time in Exactech’s filings with the Securities and Exchange
Commission (the “SEC”).
Risks and uncertainties related to the proposed merger include,
but are not limited to, the risk that Exactech’s shareholders do
not approve the merger, potential adverse reactions or changes to
business relationships resulting from the announcement of the
amendment to the merger agreement or completion of the merger,
uncertainties as to the timing of the merger, adverse effects on
Exactech’s stock price resulting from the announcement of the
merger or the failure of the merger to be completed, competitive
responses to the announcement of the merger, the risk that
regulatory, licensure or other approvals required for the
consummation of the merger are not obtained or are obtained subject
to terms and conditions that are not anticipated, litigation
relating to the merger, the inability to retain key personnel, and
any changes in general economic and/or industry-specific
conditions.
In addition to the factors set forth above, other factors that
may affect Exactech’s plans, results or stock price are set forth
in its most recent Annual Report on Form 10-K and in its
subsequently filed reports on Forms 10-Q and 8-K.
Many of these factors are beyond Exactech’s control. Exactech
cautions investors that any forward-looking statements made by it
are not guarantees of future performance. Exactech disclaims any
obligation to update any such factors or to announce publicly the
results of any revisions to any of the forward-looking statements
to reflect future events or developments.
Additional Information and Where to Find It
All references below to the “merger”, the “proposed merger” or
the “merger agreement” refer to the Company’s previously announced
merger and merger agreement with TPG Capital, as amended or
supplemented from time to time.
The Company previously filed with the SEC a report on Form 8-K
regarding the proposed transaction with TPG Capital, which included
the amendment to the merger agreement. All parties desiring details
regarding the merger are urged to review these documents, which are
available at the SEC's website (http://www.sec.gov).
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. This communication may be deemed to be
solicitation material in respect of the proposed merger. In
connection with the merger, the Company will prepare and mail a
proxy statement to its shareholders. In addition, certain
participants in the merger will prepare and file with the SEC a
Schedule 13E-3 transaction statement. These documents will be filed
with or furnished to the SEC. Investors and shareholders are urged
to read carefully and in their entirety these materials and other
materials filed with or furnished to the SEC when they become
available, as they will contain important information about the
Company, the merger and related matters. In addition to receiving
the proxy statement by mail, shareholders also will be able to
obtain these documents, as well as other filings containing
information about the Company, the merger and related matters,
without charge, from the SEC's website (http://www.sec.gov). In
addition, these documents can be obtained, without charge, by
sending an e-mail to investors@exac.com, along with complete
contact details and a mailing address.
Participants in Solicitation
The Company and certain of its directors, executive officers and
other members of management and employees may, under SEC rules, be
deemed to be "participants" in the solicitation of proxies from
shareholders with respect to the merger. Information regarding the
persons or entities who may be considered "participants" in the
solicitation of proxies will be set forth in the proxy statement
and Schedule 13E-3 transaction statement relating to the merger
when it is filed with the SEC. Information regarding the directors
and executive officers of the Company is set forth in the proxy
statement for the Company’s 2017 Annual Meeting of Shareholders,
which was filed with the SEC on March 24, 2017. Additional
information regarding the interests of such potential participants
will be included in the proxy statement and Schedule 13E-3
transaction statement and the other relevant documents filed with
the SEC when they become available.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20171204005278/en/
TPGLuke Barrett, 415-743-1550media@tpg.comorExactech, Inc.Donna
Edwards, 352-377-1140Donna.Edwards@exac.com
Exactech, Inc. (delisted) (NASDAQ:EXAC)
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