Implanet Finalizes the Agreement to Acquire OSD, a Manufacturer of Implants for Spine Surgery, to Create a New Benchmark Player
30 März 2021 - 05:45PM
Business Wire
- Acquisition of 100% of OSD’s share capital1
- Acquisition subject to the approval of Implanet’s shareholders
at the Shareholders’ Meeting of May 5, 2021
Regulatory News:
IMPLANET (Paris:ALIMP) (Euronext Growth: ALIMP, FR0013470168,
eligible for PEA-PME equity savings plans), a medical technology
company specializing in vertebral and knee-surgery implants, today
announces that it has finalized the agreement to acquire
Orthopaedic & Spine Development (“OSD”), under suspensive
conditions, which specializes in developing, manufacturing and
marketing implants for spine surgery.
To watch the exclusive interview
with Ludovic Lastennet, CEO of Implanet, and
Nicolas Papillon, CEO and President of OSD
Click
here
Acquisition project driven by
value-creating synergies:
- complementary ranges of implants for spine surgery,
- strong, direct positioning in the French market,
- commercial presence through subsidiaries in Germany and the
United States,
- regionally complementary indirect distribution network,
- 510 (k) clearance enabling US market development and CE marking
for the entire product range through 2024,
- solid regulatory platform and common notified body (LNE
GMED),
- experienced management, acknowledged on its market, that is a
shareholder in the new entity,
- common desire to achieve critical revenue mass, continued
growth and margin improvement.
Project to create a new benchmark
player in orthopedic surgery
The acquisition of OSD would allow Implanet to become a
heavyweight on the spine surgery market in France and globally, and
the independent leader in surgical band implants.
The new entity’s strategic focus will be to:
1. Innovate:
- Continue innovating to enhance the JAZZ® platform
- Adapt JAZZ® Cap to the OSD product range
- Co-develop new products in line with surgeons’
expectations
- Offer a comprehensive, integrated and innovative platform for
spine surgery
2. Certify:
- Continue expanding certifications and clearances (FDA, CE)
- Continue demonstrating clinical value through clinical
studies
- Strengthen the scientific & clinical committee
3. Grow:
- Implement the synergies identified with OSD
- Develop direct sales in Europe
- Develop the strategic partnership with SeaSpine in the United
States
- Expand the strategic partnership with KICo in knee surgery
- Sign new strategic partnerships
4. Finance:
- Seek new types of financing to limit dilution
- Search for a long-term partner to participate in the active
build-up strategy
Terms of the acquisition
This acquisition project is based on a valuation of OSD shares
of €4.275 million for the entire capital of OSD. The acquisition of
100% of the shares, subject to the usual suspensive conditions,
will be carried out by way of a sale (for 62.34%) and contributions
(for 37.66%) by the shareholders. The proportion of shares will be
divested for a price of €2.665 million, €0.5 million of which will
be paid on the date of acquisition, and the remainder in the form
of a 24-month sales credit guaranteed by a pledge on the OSD shares
thus acquired. The portion of the contributed shares will be
remunerated by the issuance of new Implanet shares (bonds
redeemable in shares), corresponding to a value of €1.610
million.
This acquisition and the financing of the new entity’s activity
will be funded by the bond financing line agreed with Nice &
Green for a maximum of €5.0 million (see press release of January
13, 2021).
The issuance of IMPLANET bonds redeemable in shares (BRS) in
consideration for the portion of the shares contributed to IMPLANET
will be subject to shareholders’ approval at the Shareholders’
Meeting scheduled for May 5, 2021.
Main terms and conditions of the IMPLANET BRS issued to the
Contributors
- Quantity: 3,355 BRS for a total amount of €1,610,400
- Nominal value of one BRS: €480
- No interest
- Term: 25 months (redemption of the BRS on the first day of the
25th month following the date of issue)
- Redemption of the BRS by delivery of new IMPLANET shares, the
issue price of which will be fixed on the redemption date and the
number of which will represent 15% of IMPLANET's capital on a
non-diluted basis on the day of redemption of the BRS (but
including the shares to be issued in respect of the redemption of
the BRS), without this issue price showing a discount of more than
25% compared to the closing price observed on January 13, 2021,
corresponding to the day before the announcement to the market of
the proposed combination between the two companies (i.e. a price of
€1.144 and an issue floor price of €0.858).
- The BRS will be unlisted and non-transferable, but transferable
to the beneficiaries in case of death,
- Usual conditions of early redemption.
About Orthopaedic & Spine Development (« OSD »)
Founded in 2006 and based in Avignon (southern France), OSD
specializes in developing, manufacturing and marketing implants for
spine surgery. The company generated revenue of €3.6 million in
2019. OSD develops and markets a comprehensive range of spine
implants and distributes complementary products and bone
substitutes. OSD markets its products directly in France,
indirectly in the rest of the world, and was recently granted FDA
510k clearance.
About Implanet
Founded in 2007, Implanet is a medical technology company that
manufactures high-quality implants for orthopedic surgery. Its
activity revolves around two product ranges, the latest generation
JAZZ® implant, designed to improve the treatment of spinal
pathologies requiring vertebral fusion surgery, and the MADISON
implant designed for first-line prosthetic knee surgery. Implanet’s
tried-and-tested orthopedic platform is based on product
traceability. Protected by four families of international patents,
JAZZ® and MADISON have obtained 510(k) regulatory clearance from
the Food and Drug Administration (FDA) in the United States, the CE
mark as well as the ANVISA authorization in Brazil. Implanet
employs 29 staff and recorded 2020 sales of €6.0 million. For
further information, please visit www.implanet.com. Based near
Bordeaux in France, Implanet established a US subsidiary in Boston
in 2013. Implanet is listed on Euronext™ Growth market in
Paris.
The Company would like to remind that the table for monitoring
the equity line (OCA, OCAPI, BSA) and the number of shares
outstanding, is available on its website:
http://www.implanet-invest.com/suivi-des-actions-80
Disclaimer
This press release contains forward-looking statements
concerning Implanet and its activities. Such forward looking
statements are based on assumptions that Implanet considers to be
reasonable. However, there can be no assurance that the anticipated
events contained in such forwardlooking statements will occur.
Forward- looking statements are subject to numerous risks and
uncertainties including the risks set forth in the registration
document of Implanet registered by the French Financial Markets
Authority (Autorité des marchés financiers (AMF) on April 16, 2018
under number D.18-0337, as well as in the annual financial report
of December 31, 2020 available on the Company's website
(www.implanet-invest.com), and to the development of economic
situation, financial markets, and the markets in which Implanet
operates. The forward-looking statements contained in this release
are also subject to risks unknown to Implanet or that Implanet does
not consider material at this time. The realization of all or part
of these risks could lead to actual results, financial conditions,
performances or achievements by Implanet that differ significantly
from the results, financial conditions, performances or
achievements expressed in such forward-looking statements. This
press release and the information it contains do not constitute an
offer to sell or to subscribe for, or a solicitation of an order to
purchase or subscribe for Implanet shares in any country.
1 under suspensive conditions
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210330005744/en/
IMPLANET Ludovic Lastennet, CEO David Dieumegard, CFO
Tel.: +33 (0)5 57 99 55 55 investors@Implanet.com
NewCap Investor Relations Mathilde Bohin Nicolas Fossiez
Tel.: +33 (0)1 44 71 94 94 Implanet@newcap.eu
NewCap Media Relations Nicolas Merigeau Tel.: +33 (0)1 44
71 94 94 Implanet@newcap.eu
Implanet (EU:ALIMP)
Historical Stock Chart
Von Feb 2024 bis Mär 2024
Implanet (EU:ALIMP)
Historical Stock Chart
Von Mär 2023 bis Mär 2024