Healthcare Industry News: Scient'x Groupe
News Release - February 25, 2010
Alphatec Spine Announces Expiration of Hart-Scott-Rodino Review Period for Acquisition of Scient'x Groupe S.A.S.Anticipates Closing the Transaction by the End of Q1 2010
CARLSBAD, Calif., Feb. 25, 2010 -- (Healthcare Sales & Marketing Network) -- Alphatec Holdings, Inc. (Nasdaq:ATEC ), the parent company of Alphatec Spine, Inc., a medical device company that designs, develops, manufactures and markets products for the surgical treatment of spine disorders, with a focus on treating conditions related to the aging spine, announced today that the Hart-Scott-Rodino (HSR) review period for Alphatec Spine's proposed acquisition of Scient'x Groupe S.A.S. has expired with no action by the United States Federal Trade Commission (FTC).
The expiration of the HSR review period satisfies one of the conditions necessary for the transaction to close. The Company has set February 9, 2010 as the record date for the special meeting of its shareholders to approve the issuance of the shares of its common stock in the transaction. The special meeting of the company's shareholders will be held on Tuesday, March 16, 2010. Alphatec expects that, subject to the remaining customary closing conditions, the transaction will be completed by the end of the first quarter of 2010.
About Alphatec Spine
Alphatec Spine, Inc. is a wholly owned subsidiary of Alphatec Holdings, Inc. (Nasdaq:ATEC ). Alphatec Spine is a medical device company that designs, develops, manufactures and markets products for the surgical treatment of spine disorders, primarily focused on the aging spine. The Company's mission is to combine world-class customer service with innovative, surgeon-driven design that will help improve the aging patient's quality of life. The Company is poised to achieve its goal through new solutions for patients with osteoporosis, stenosis and other aging spine deformities, improved minimally invasive products and techniques and integrated biologics solutions. In addition to its U.S. operations, the Company also markets its spine products in Europe. In Asia, the company markets a broad line of spine and orthopedic products through its subsidiary, Alphatec Pacific, Inc.
On December 17, 2009, the Company announced that it entered into a definitive agreement to acquire Scient'x Groupe S.A.S., a global medical device company based in France that designs, develops and manufacturers surgical implants to treat disorders of the spine. The transaction is structured as an all stock transaction such that 100% of outstanding Scient'x stock will be exchanged pursuant to a fixed ratio of 24,000,000 shares of the Company's common stock. On a pro forma basis, the Company's shareholders will own approximately 69% of the combined company and approximately 31% will be held by current Scient'x shareholders.
Also visit the Aging Spine Center, www.agingspine.com, a web-based information portal for healthcare providers and patients regarding aging spine disorders and their treatment. Alphatec Spine is working with the National Osteoporosis Foundation as well as other clinical portals that provide peer-reviewed content, to populate the Aging Spine Center. The interactive website will enable patients to review pertinent information about all the key disorders that affect the aging spine in an easy-to-understand format that includes videos, graphics and questions that should be asked of caregivers. Medical information will include published abstracts regarding the aging spine.
Scient'x is a Guyancourt, France based medical device company that designs, develops and manufactures spinal implants and instrumentation. Scient'x was founded in 1988 and offers today a full range of implants for spinal fusions, posterior semi-rigid stabilization and a cervical total disc replacement device. Its international distribution network consists of a direct sales force in France and the U.K., a hybrid of direct sales force and distributors in Italy as well as exclusive and non-exclusive distributors in more than 50 countries including the United States. The Scient'x surgeon education and training network augments its international distribution capabilities.
Scient'x key products include the Isobar family of rods, a semi-rigid rod technology used in spinal fusion surgeries, as well as an offering of cervical and lumbar implants also used predominantly in spine fusion surgeries. Outside of the United States, Scient'x markets also a unique and proprietary ceramic-on-ceramic cervical total disc replacement device, DiscoCerv(R), which has been implanted in over 3,000 patients since its initial launch.
Forward Looking Statements
This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by safe harbors created thereby. Shareholders are cautioned that all forward-looking statements are based largely on Alphatec's expectations and involve risks and uncertainties, some of which cannot be predicted or are beyond Alphatec's control. Some factors that could realistically cause results to differ materially from those projected in the forward-looking statements include the occurrence of any event, change or other circumstances that could give rise to the termination of the acquisition agreement; the outcome of any legal proceedings that have been, or may be, instituted against the Company or Scient'x related to the acquisition agreement; the inability to complete the acquisition due to the failure to obtain shareholder approval for the transaction or the failure to satisfy other conditions to completion of the transaction, including the receipt of all regulatory approvals or third-party consents related to the transaction; risks that the proposed transaction disrupts the Company's current plans and operations and the potential difficulties in employee retention as a result of the acquisition; or the ability to recognize the benefits of the transaction. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in the Company's Annual Report on Form 10-K and in the Company's other filings with the Securities and Exchange Commission (the "SEC") available at the SEC's website at http://www.sec.gov.
The statements in this press release reflect the Company's expectations and beliefs as of the date of this release. The Company anticipates that subsequent events and developments will cause its expectations and beliefs to change. However, while the Company may elect to update these forward-looking statements publicly at some point in the future, the Company specifically disclaims any obligation to do so, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing the Company's views as of any date after the date of this release.
Important additional Information has been and may be filed with the SEC
In connection with the proposed transaction, the Company has filed a proxy statement with the SEC. On February 12, 2010 the proxy statement was mailed to stockholders of the Company as of February 9, 2010 and it contains important information about Alphatec, Scient'x, the transaction and related matters. SHAREHOLDERS ARE STRONGLY ADVISED TO READ THE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. Shareholders may obtain a free copy of the proxy statement and other documents filed by the Company from the SEC's website at http://www.sec.gov. The proxy statement and such other documents may also be obtained for free from the Company's website at http://www.alphatecspine.com or by directing such request to Alphatec Spine, Inc., Investor Relations, 5818 El Camino Real, Carlsbad, CA 92008, telephone: (760) 494-6746.
Alphatec, Scient'x and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the proposed acquisition. Information regarding Alphatec's directors and executive officers is contained in Alphatec's Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and its definitive proxy statement dated February 12, 2010, which have both been filed with the SEC. As of February 1, 2010, Alphatec's directors and executive officers beneficially owned approximately 41.4% of Alphatec's common stock. A more complete description of the interests of Alphatec's directors and officers in the acquisition will be available in the proxy statement relating to the acquisition.
Source: Alphatec Holdings
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