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.
The Alphatec Holdings, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=3520
About Scient'x
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®, 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.
CONTACT: Alphatec Spine, Inc.
Peter C. Wulff, Chief Financial Officer
(760) 494-6746
investorrelations@alphatecspine.com
Westwicke Partners
Lynn C. Pieper
(415) 202-5678
lynn.pieper@westwicke.com
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