VEXIM to be acquired by Stryker Corporation
VEXIM to be acquired by Stryker Corporation
24 October 2017 / 22 h 01
-- Acquisition of a controlling stake by Stryker Corporation, followed by the filing of a simplified all-cash tender offer with intention to implement a squeeze-out.
-- Acquisition will help accelerate international expansion – notably in the United States – and increasing adoption of our SpineJack® technology: the European medtech leader in minimally invasive spine surgery enters its next chapter of growth.
-- Significant value offered to existing shareholders, with an offer of EUR 20 per share.
Balma, October 24th, 2017 (10:01 PM CEST) – Stryker Corporation, a global leading medical technology company, acquired on October 24th, 2017 a majority of the share capital and voting rights of VEXIM, a medical device company specializing in the minimally invasive treatment of vertebral fractures listed on Euronext Growth (FR0011072602 – ALVXM).
Stryker Corporation (NYSE:SYK) has indirectly acquired 4,115,151 VEXIM shares, representing 50.7% of the share capital and 50.3% of the voting rights of the Company for a cash price of EUR 20.00 per share, and 170,745 listed warrants (“BSAAR”), representing 37.1% of outstanding BSAARs for a cash price of EUR 3.91 per BSAAR. The selling shareholders comprised funds managed by Truffle Capital, Bpifrance and Kreaxi, as well as managers of VEXIM. The purchase price of EUR 20.00 per share represents a premium of 29.4% to the closing share price on October 23rd, 2017 of EUR 15.46, and of 34.4% and 57.6% to the volume-weighted average share prices over 6 months and 12 months, respectively (EUR 14.89 and EUR 12.69). This price represents an aggregated equity value of VEXIM on a fully diluted basis of approximatively EUR 183 million, which corresponds to an enterprise value of approximatively EUR 162 million.
“We are really excited by this transaction and enthusiastic about our future integration into Stryker’s Interventional Spine business, which we view as highly complementary to VEXIM. Stryker will significantly help us achieve our objective to become a global spine trauma leader, through consolidation of our European presence and expansion of our international footprint. We will benefit from Stryker’s broad customer base and commercial platform in back trauma surgery, enabling further acceleration in the adoption of the SpineJack® technology. Stryker is the ideal partner to lay the ground for VEXIM business on the promising US market. VEXIM’s US FDA trial is progressing well and is in line with a 510(k) filing in 2018. This landmark transaction is the recognition of our outstanding sales growth over the past five years, with net sales CAGR of 73% between 2011 and 2016, and of the strong implication and expertize of all of VEXIM employees. For the first 9 months of 2017, sales performance continued to be robust. VEXIM generated €5.4m in revenue in Q3 and we still expect a strong performance in Q4. We are reiterating our objective to reach full-year profitability on the back of a FY 2017 sales growth which remains very significant at 25%. This transaction is really beneficial to all VEXIM stakeholders: our customers, employees and shareholders. As VEXIM enters its next chapter of growth as part of Stryker Corporation, I would like to warmly thank our reference shareholders Truffle Capital, which co-founded the Company, Bpifrance and Kreaxi, all of which steadily supported VEXIM over the years “, said Vincent Gardès, VEXIM’s CEO.
“This transaction further illustrates the power of medtech radical innovation in France”, added Philippe Pouletty, MD, CEO of Truffle Capital.
As required by applicable regulations, Stryker France MM Holdings SAS, an indirect wholly-owned French subsidiary of Stryker Corporation, will file on October 25th, 2017 a simplified all-cash tender offer (OPA simplifiée) with the Autorité des Marchés Financiers (AMF) for all VEXIM shares and BSAARs it does not already own, at the same prices per share and per BSAAR as the prices paid for the controlling blocks (the “Offer”).
Following the Offer, Stryker intends to pursue a squeeze-out (retrait obligatoire) if the appropriate ownership thresholds are reached at the closing of the Offer. The Board of Directors of VEXIM has unanimously and unreservedly approved the Offer which it considers being in the best interest of the Company, its shareholders, employees and stakeholders and recommends that all shareholders and holders of BSAAR tender their securities to the Offer.
In accordance with applicable regulations, VEXIM will file a draft response note (projet de note en réponse) which will include the reasoned opinion of the Board of Directors and the report of Associés en Finance, the independent expert appointed by VEXIM in accordance with AMF General Regulation (articles 261-1 I and II) opining on the fairness of the financial terms and conditions of the simplified tender offer and potential squeeze-out. The transaction is expected to close in the fourth quarter of 2017.
Documentation relating to the Offer will be available on the websites of the AMF (www.amffrance.org) and the Investor Relations page of VEXIM’s website (www.vexim.com). Goldman Sachs acted as financial advisor and Dechert LLP acted as legal advisor to VEXIM on this transaction. BNP Paribas is acting as financial advisor and presenting bank and Skadden, Arps, Slate, Meagher & Flom LLP is acting as outside legal counsel to Stryker.
The VEXIM FDA trial (European, prospective and randomized multicenter study aiming to compare safety and efficacy of the SpineJack® vs balloon kyphoplasty) is intended to provide clinical data to support a 510(k) submission in the US. The FDA trial is progressing well and is in line with a 510(k) filing in 2018.