Orthofix-SeaSpine to Combine Creating Leading Spine & Orthopedics Company

Orthofix Medical Inc OFIX and SeaSpine Holdings Corp SPNE have agreed to combine in an all-stock merger of equals.
Each SeaSpine share will be exchanged for 0.4163 Orthofix shares.
Following the close of the transaction, Orthofix shareholders will own approximately 56.5% of the combined company, and SeaSpine shareholders will own approximately 43.5% of the combined company, respectively.
The combined company will be one of the leading global spine and orthopedics companies with highly complementary portfolios of biologics, spinal hardware, bone growth therapies, specialized orthopedic solutions, and surgical navigation system.
With products distributed in 68 countries worldwide, approximately 1,600 employees, and a global R&D and manufacturing footprint, the new company would have revenues of roughly $693 million.
The transaction is expected to be accretive to Orthofix's standalone adjusted EBITDA by the second full year after close. It is expected to be accretive to SeaSpine's existing return on invested capital after fully realizing synergies.
Upon closing of the transaction, the combined company's board will consist of nine directors, with five designated by Orthofix and four designated by SeaSpine.
Jon Serbousek will serve as Executive Chairman, and Keith Valentine will serve as President and CEO.
The transaction is expected to close in Q1 of 2023.
Price Action: OFIX stock is down 20.3% at $14.66, and SPNE shares are up 6.01% at $5.91 on the last check Tuesday.