Stronger Together: Building a Leading
Global Spine & Orthopedics Company November 1, 2022 Filed by SeaSpine Holdings Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Filer: SeaSpine
Holdings Corporation Subject Company: SeaSpine Holdings Corporation SEC File No.: 001-36905 Date: November 1, 2022
Forward-Looking Statements This
communication contains statements which, to the extent they are not statements of historical or present fact, constitute “forward-looking statements” under the securities laws. From time to time, oral or written forward-looking
statements may also be included in other information released to the public. These forward-looking statements are intended to provide Orthofix’s and SeaSpine’s respective management’s current expectations or plans for our future
operating and financial performance, based on assumptions currently believed to be valid. Forward-looking statements can be identified by the use of words such as “believe,” “expect,” “expectations,”
“plans,” “strategy,” “prospects,” “estimate,” “project,” “target,” “anticipate,” “will,” “should,” “see,” “guidance,”
“outlook,” “confident,” “on track” and other words of similar meaning. Forward-looking statements may include, among other things, statements relating to future sales, earnings, cash flow, results of operations,
uses of cash, tax rates, R&D spend, other measures of financial performance, potential future plans, strategies or transactions, credit ratings and net indebtedness, other anticipated benefits of the proposed merger, including estimated
synergies and cost savings resulting from the proposed merger, the expected timing of completion of the proposed merger, estimated costs associated with such transaction and other statements that are not historical facts. All forward-looking
statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. For those statements, we claim the protection of the safe harbor for
forward-looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995. Such risks, uncertainties and other factors include, without limitation: (1) the effect of economic conditions in the industries and markets in
which Orthofix and SeaSpine operate in the U.S. and globally and any changes therein, including financial market conditions, fluctuations in commodity prices, interest rates and foreign currency exchange rates, and the levels of market demand in the
health care segments in which our products are purchased and utilized; (2) challenges in the development, regulatory approval, commercialization, reimbursement, market acceptance, performance and realization of the anticipated benefits of new
products of the combined company; (3) the scope, nature, impact or timing of the proposed merger, including among other things the integration of the businesses and realization of synergies and opportunities for growth and innovation and
incurrence of related costs and expenses; (4) future levels of indebtedness, capital spending and research and development spending; (5) future availability of credit and factors that may affect such availability, including credit market
conditions and our capital structure; (6) delays and disruption in delivery of materials and services from suppliers; (7) cost reduction efforts and restructuring costs and savings; (8) new business and investment opportunities;
(9) the ability to realize the intended benefits of organizational changes; (10) the anticipated benefits of diversification and balance of operations across product lines, regions and industries; (11) the effect of changes in
political conditions in the U.S. and other countries in which Orthofix, SeaSpine and the businesses of each operate, including the effect of changes in U.S. healthcare policies, on general market conditions in the near term and beyond; (12) the
effect of changes in tax, regulatory and other laws and regulations in the U.S. and other countries in which Orthofix, SeaSpine and the businesses of each operate; (13) negative effects of the announcement or pendency of the proposed merger on
the market price of Orthofix and/or SeaSpine’s respective common stock and/or on their respective financial performance; (14) the ability of the parties to receive the required regulatory approvals for the proposed merger (and the risk
that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction) and approvals of Orthofix’s and SeaSpine’s shareholders and to satisfy the other
conditions to the closing of the merger on a timely basis or at all; (15) the occurrence of events that may give rise to a right of one or both of the parties to terminate the merger agreement; (16) risks relating to the value of the
Orthofix shares to be issued in the proposed merger, significant transaction costs and/or unknown liabilities; (17) the possibility that the anticipated benefits from the proposed merger cannot be realized in full or at all or may take longer
to realize than expected, including risks associated with third party contracts containing consent and/or other provisions that may be triggered by the proposed transaction; (18) risks associated with transaction-related litigation;
(19) the possibility that costs or difficulties related to the integration of Orthofix’s and SeaSpine’s operations will be greater than expected; (20) the ability of the combined company to retain and hire key personnel;
(21) the intended qualification of the merger as a tax-free reorganization to Orthofix and SeaSpine shareholders for U.S. federal income tax purposes; and (22) the impact of the proposed merger on the respective businesses of Orthofix and
SeaSpine. There can be no assurance that the proposed merger will in fact be consummated in the manner described or at all. For additional information on identifying factors that may cause actual results to vary materially from those stated in
forward-looking statements, see the reports of Orthofix and SeaSpine on Forms 10-K, 10-Q and 8-K filed with or furnished to the Securities and Exchange Commission (the “SEC”) from time to time. Any forward-looking statement speaks only
as of the date on which it is made, and Orthofix and SeaSpine assume no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable law.
Additional Information & Where to Find
It In connection with the proposed transaction, Orthofix intends to file with the SEC a registration statement on Form S-4, which will include a document that serves as a prospectus of Orthofix and a joint proxy statement of Orthofix and SeaSpine
(the “joint proxy statement/prospectus”). Each party also plans to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. A definitive joint proxy statement/prospectus will be sent to Orthofix’s shareholders and
SeaSpine’s shareholders. Investors and securityholders may obtain a free copy of the joint proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by Orthofix and SeaSpine with the SEC at the
SEC’s website at www.sec.gov. Copies of the documents filed by Orthofix with the SEC will be available free of charge on Orthofix’s website at http://ir.orthofix.com/ or by contacting Orthofix’s Investor Relations at (214)
937-3190. Copies of the documents filed by SeaSpine with the SEC will be available free of charge on SeaSpine’s website at http://investor.seaspine.com/ or by contacting SeaSpine’s Investor Relations at (415) 937-5402. Orthofix and
SeaSpine and their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about directors and
executive officers of Orthofix is available in the Orthofix proxy statement for its 2022 Annual Meeting, which was filed with the SEC on April 27, 2022. Information about directors and executive officers of SeaSpine is available in the SeaSpine
proxy statement for its 2022 Annual Meeting, which was filed with the SEC on April 22, 2022. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC regarding the proposed transaction when they become available. Investors should read the joint proxy statement/prospectus carefully
when it becomes available before making any voting or investment decisions. Investors may obtain free copies of these documents from Orthofix and SeaSpine as indicated above.
Complementary & Compelling
Strengths #1 prescribed bone growth stimulator(1) portfolio in the U.S. Market leading cellular allograft(2) and only Lyograft tissue form Next generation differentiated artificial cervical disc Strong limb reconstruction & deformity
correction portfolio Historically strong cash flow with positive EBITDA Unique 7D Flash Surgical Navigation System Rapid product innovation driving market-share taking with 45+ product launches since 2018 Broadest advanced DBM portfolio backed
by growing body of clinical evidence Rapidly accelerating commercial channel Double-digit revenue growth at >5x market spine growth(3) iDATA Bone Growth Stimulator Market / Electrical Stimulation Device Market, U.S. 2018 SmartTRAK® - 2021 US
Cellular Allografts Market – Revenues/Shares SmartTRAK® - US Instrumented Fusion Market (2020-2026E CAGR)
Transformational Merger with Significant
Strategic & Financial Benefits Driving Sustainable Growth & Value Creation Strengthened U.S. & international commercial reach Highly complementary spine & orthopedics portfolios One of the industry’s broadest biologics &
regenerative technology offerings Meaningful cross-selling revenue & cost synergies and economies of scale Accelerated adoption of innovative and differentiated technologies across all channels Strong financial profile with enhanced
opportunities for fully funded investment
Transaction Summary Transaction Structure
All-stock merger of equals: SeaSpine shareholders receive 0.4163 shares of Orthofix common stock per share of SeaSpine common stock Pro forma ownership: Approximately 56.5% Orthofix / Approximately 43.5% SeaSpine Leadership 9-member board of
directors 5 designated by Orthofix including Lead Independent Director 4 designated by SeaSpine Executive Chairman: Jon Serbousek, President & CEO, Orthofix Chief Executive Officer and board member: Keith Valentine, President & CEO, SeaSpine
Headquarters Combined company will be headquartered in Lewisville, Texas and will retain primary offices in Carlsbad, CA, and in Verona, Italy Current facilities in Irvine, CA, Toronto, Canada, Sunnyvale, CA, Wayne, PA, Olive Branch, MS, Maidenhead
UK, Munich, Germany, Paris, France and Sao Paulo, Brazil will be retained. Timing & Approvals Expected transaction close in first quarter of 2023 Subject to approval by both companies’ shareholders & customary closing conditions &
regulatory approvals
Expected Significant Growth & Value
Creation Excludes net revenue synergies Estimated compound annual revenue growth rate from 2022 to 2025 Excludes stock-based compensation savings Cash + immediate availability under credit facility $ millions Year 3 Revenue (1) ~$1,000 Revenue
Growth CAGR (2) Double-digits Gross Margin >70% Adjusted EBITDA Margin Mid-teens Adj. EBITDA & Adj. ROIC Accretive Adj. EBITDA expected to be accretive to Orthofix in the second year & Adj. ROIC accretive after fully realizing synergies
Revenue Growth Complementary portfolios to drive projected double-digit growth post-integration period Fully-Funded Organic growth funded through existing Orthofix and SeaSpine cash, the existing Orthofix Credit Facility, and free cash flow
positive after fully realizing synergies Significant Cost Synergies Leveraging combined infrastructures expected to generate $40M(3) in annualized cost savings by year three Well-financed with >$125 million of liquidity expected at closing(4)
Expect to grow into existing $300 million credit facility over time
HSD: High-single-digit DD: Double-digit
Combination of Companies Individually Well Positioned for Growth 3-Year Revenue Growth Drivers DD Spine Fixation growth from 3 – 5 product and procedure launches per year and continued penetration into emerging markets Continued DD growth in
BGT Fracture driven by recent AccelStim launch, future product launches and increasing channel investments HSD Orthopedics growth driven by channel expansion and further product launches expanding on our leading TrueLok and Fitbone platforms HSD
Biologics growth through expanded portfolio and innovation Motion preservation portfolio enhancements for outpatient procedures and benefits of continued market momentum Orthofix Drivers to Low Double-Digit Growth SeaSpine Drivers to Sustain
High-Teens Growth Continued share taking at >5x market growth in spinal implants and biologics from 45+ product launches since 2018 Onboard additional transformative and exclusive distributor partners Higher product utilization per procedure from
more complete portfolio Increased participation in higher-revenue-per-case complex and deformity procedures from upcoming full commercialization of Mariner Adult Deformity platform Enabling Technologies growth from recent full commercial launch of
MIS module and higher conversion of revenue earnout arrangements
$20B Total Addressable Market | 4.2% CAGR
$7B of Focused Growth Segments* | 6.1% CAGR Complementary Portfolios Bridging Across Growing Markets SmartTRAK® 2022 – 2026 U.S. Estimates *Focused growth segments include Enabling Technologies, Motion Preservation, Interbody,
DBM, LLIF/OLIF, MIS and Long Bone Stimulation Biologics Bone Growth Therapies Motion Preservation Spine Fixation Spinal Implants Orthopedics Biologics & Regenerative Technologies Enabling Technologies Limb Reconstruction Deformity
Correction Surgical Navigation System Preoperative Planning Software
Enabling technologies that service
the full continuum of surgical care — from preoperative planning through surgical navigation Differentiated & Synergistic Enabling Technologies 7D FLASH™ Navigation System OrthoNext™ Preoperative Planning
System
Cervical Thoracolumbar Fixation
Interbodies Complementary, innovative suite of offerings that comprehensively address high-growth spine market segments Leading Spine Portfolio M6-C™ Artificial Cervical Disc WaveForm™ 3D Interbody Explorer® TO Expandable Interbody
Forza™ TI Ti Spacer System with Nanovate™ Technology Firebird™ NXG Spinal Fixation System Construx™ Mini PTC Spacer System Reef® TO With NanoMetalene® Surface Technology ForzaXP™
Expandable Spacer System Mariner® Pedicle Screw System Janus™ Fenestrated Screw System Admiral™ Anterior Cervical Plating System Shoreline® Anterior Cervical Standalone System NorthStar® Posterior Cervical Fixation
System Forza PTC™ Spacer System CervicalStim™ Spinal Fusion Therapy Regatta® Lateral Plate
Complementary, innovative suite of
offerings that comprehensively address high-growth orthopedic market segments with a leading pediatrics portfolio Leading Orthopedic Limb Reconstruction & Deformity Correction Portfolio Fitbone™ Intramedullary Nail System
TrueLok™ EVO Ring Fixation System GBeam™ Fusion Beaming System Galaxy™ Fixation Gemini Fracture Treatment System eightPlate™ Pediatric Guided Growth System Ankle Hindfoot Nailing™ Intramedullary Nailing
System JPS™ Pediatric Plating System Mariner® Deformity Deformity Correction System
CBM / Lyograft DBM Synthetics Growth
factors Stimulation Full spectrum of biologics & regenerative technologies to meet procedural needs One of the Broadest Biologics & Regenerative Technology Offerings in the Industry Virtuos™ Lyograft Trinity Elite™
Allograft with Viable Cells OsteoTorrent™ Demineralized Bone Matrix Novosis™ Next Generation rh-BMP-2 pending FDA approval in Spine & Orthopedics CervicalStim™ Spinal Fusion Therapy Opus™ Osteoconductive
Scaffold Ballast® Demineralized Bone Matrix FiberFuse™ Strip Demineralized Cortical Fibers SpinalStim™ Spinal Fusion Therapy AccelStim™ Bone Healing Therapy PhysioStim™ Bone Growth Therapy Opus™
Mg Osteoconductive Injectable Opus™ BA Osteoconductive Bioactive Graft OsteoStrand® Demineralized Bone Matrix Legacy™ Demineralized Bone Matrix
Diversified & Strategic Business
Mix in Growing Markets *LTM revenue as of September 30, 2022 Orthofix SeaSpine Combined Company * * $693M*
Combined Company Global Commercial
Reach Primary company offices Products Distributed in 68 countries Global manufacturing & R&D footprint ~1,600 employees 6 continents $557M* US $136M* International Countries of distribution *LTM revenue as of September 30, 2022
Foundation to Invest In, Strengthen
& Attract Top Commercial Channel Partners Resources Pipeline Portfolio
Meaningful Revenue & Cost Synergy
Opportunities 1Based on due diligence, including revenue zip code analysis performed by 3rd party 2Cost synergies of $40M expected by Year 3 with incremental opportunity to reduce stock-based compensation expense >$200M base of
complementary revenue between motion preservation, 7D enabling technologies, and BGT creates immediate pull-through opportunity International cross-selling: Orthofix Spine & Orthopedic established commercial channels + SeaSpine biologics &
7D Flash Navigation Expanded breadth of product portfolio to support large distributor conversions Increased product offerings per procedure Est. Revenue Synergies: >$25M Expected Cost Synergies: ~$40M2 Reduction of redundant overhead,
and public company costs Supply chain efficiencies Efficiencies through economies of scale in spinal implant set and inventory asset utilization Working Capital and CapEx Synergies Revenue Risk to Manage: ~$20M1 Estimated dis-synergy risk from
geographic overlap with opportunity for channel optimization, improved asset utilization, and forging new partnerships
Strengthened U.S. & international
commercial reach Highly complementary spine & orthopedics portfolios One of the industry’s broadest biologics & regenerative technology offerings Meaningful cross-selling revenue & cost synergies and economies of scale Accelerated
adoption of innovative and differentiated technologies across all channels Strong financial profile with enhanced opportunities for fully funded investment Transformational Merger with Significant Strategic & Financial Benefits
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