Kalamazoo, Michigan – October 24, 2017 – Stryker Corporation (NYSE:SYK) announced that it has acquired control of VEXIM, a French medical device company listed on the Euronext Growth stock exchange in France.
VEXIM, headquartered in Balma, France, specializes in the development and sale of vertebral compression fracture (VCF) solutions. The company’s flagship product is the SpineJack® system, a mechanical expandable VCF implant for fracture reduction and stabilization. The VEXIM portfolio is highly complementary to the Interventional Spine (IVS) business of Stryker’s Instruments division whose key products include an extensive and innovative portfolio for vertebral augmentation, vertebroplasty and radiofrequency ablation procedures, along with a diagnostic tool and decompression treatment advances for contained disc herniations. VEXIM had sales of €18.5M in 2016 which was 33% growth over 2015 revenue.
VEXIM has a direct sales force in Europe with sales in France, Germany, Spain, and Italy and an international distribution network in selected countries in Eastern Europe, Middle East, Latin America and Asia. The SpineJack product will be sold in the US upon receiving 510(k) clearance. VEXIM anticipates filing for clearance in 2018.
Stryker indirectly acquired securities held by certain VEXIM shareholders (Truffle Capital, Bpifrance Participations and Kreaxi) and managers (Vincent Gardès and José Da Gloria) of VEXIM representing in the aggregate 50.7 % of the share capital and 50.3 % of the voting rights of the company, and 37.1 % of the outstanding BSAAR warrants. Stryker paid EUR 20.00 per share and EUR 3.91 per BSAAR warrant. This price represents an aggregated equity value of VEXIM on a fully diluted basis of approximately EUR 183 million, which corresponds to an enterprise value of approximately EUR 162 million.
In accordance with French tender offer laws and regulations, Stryker will file a simplified cash public offer to purchase all remaining VEXIM shares and BSAAR warrants (the “Offer”). The Offer will be filed on October 25, 2017 with the French stock market authority (the "AMF"), at the same prices per share and per BSAAR warrant as the prices paid for the controlling blocks, and will be subject to the AMF’s clearance. If Stryker owns at least 95% of the share capital, voting rights and fully-diluted shares of VEXIM at the closing of the Offer, it intends to squeeze out the remaining non-tendered shares and BSAAR warrants to own 100% of VEXIM and delist the company.
The transaction is expected to close in the fourth quarter of 2017. The transaction is expected to be neutral to Stryker's 2017 adjusted net earnings per diluted share.
Associés en Finance (represented by Mrs. Catherine Meyer), independent expert appointed by VEXIM in connection with the Offer in accordance with Article 261-1, I and II of the general regulation of the AMF, has determined that the Offer prices are fair for the shareholders and holders of BSAAR warrants from a financial point of view. VEXIM’s board of directors has recommended that all holders of shares and BSAAR warrants tender their securities into the Offer.
BNP Paribas is acting as financial advisor and presenting bank. Skadden, Arps, Slate, Meagher & Flom LLP is acting as outside legal counsel to Stryker.
Documentation relating to the Offer will be available on the websites of the AMF (www.amf-france.org) and the Investor Relations page of Stryker’s website (www.stryker.com).
Forward-looking statements
This press release contains information that includes or is based on forward-looking statements within the meaning of the U.S. federal securities laws that are subject to various risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in such statements. Such factors include, but are not limited to: our ability to file, conduct and close the Offer or the squeeze-out; delays in consummating the Offer or the squeeze-out; unexpected charges or expenses in connection with the acquisition of VEXIM; weakening of economic conditions that could adversely affect the level of demand for our products; pricing pressures generally, including cost-containment measures that could adversely affect the price of or demand for our products; changes in foreign exchange markets; legislative and regulatory actions; unanticipated issues arising in connection with clinical studies and otherwise that affect U.S. Food and Drug Administration or other similar regulatory approvals of new products, including VEXIM’s products; potential supply disruptions; changes in reimbursement levels from third-party payors; a significant increase in product liability claims; the ultimate total cost with respect to the Rejuvenate and ABG II matter; the impact of investigative and legal proceedings and compliance risks; resolution of tax audits; the impact of the federal legislation to reform the United States healthcare system; changes in financial markets; changes in the competitive environment; our ability to integrate and realize the anticipated benefits of acquisitions, including the acquisition of VEXIM; and our ability to realize anticipated cost savings. Additional information concerning these and other factors is contained in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
Other important information
This press release is for information purposes only and does not constitute an offer to purchase, or a solicitation of an offer to sell, any securities of VEXIM. The proposed Offer will only be made through the documents filed with the AMF and in only in France pursuant to French tender offer laws and regulations.
About Stryker
Stryker is one of the world’s leading medical technology companies and, together with its customers, is driven to make healthcare better. The company offers innovative products and services in Orthopaedics, Medical and Surgical, and Neurotechnology and Spine that help improve patient and hospital outcomes. More information is available at www.stryker.com.
Contacts
For investor inquiries please contact: Katherine A. Owen, Stryker Corporation, 269-385-2600 or katherine.owen@stryker.com
For media inquiries please contact: Yin Becker, Stryker Corporation, 269-385-2600 or yin.becker@stryker.com