Orthofix Medical Inc. (NasdaqGS:OFIX) entered into a definitive agreement to acquire SeaSpine Holdings Corporation (NasdaqGS:SPNE) from a group of shareholders for approximately $280 million in a merger of equals transaction on October 10, 2022. Under the terms of the agreement, SeaSpine shareholders will receive 0.4163 shares of Orthofix common stock for each share of SeaSpine common stock owned. Following the close of the transaction, Orthofix shareholders will own approximately 56.5% stake in the combined company, and SeaSpine shareholders will own approximately 43.5% stake in the combined company, respectively, on a fully diluted basis. In case of termination of the agreement, Orthofix shall pay SeaSpine a termination fee of $13.7 million and SeaSpine shall pay Orthofix a termination fee of $10.6 million. Upon closing of the transaction, the combined company's Board of Directors will consist of nine directors, with five designated by Orthofix, including Lead Independent Director, and four designated by SeaSpine. Jon Serbousek will serve as Executive Chairman of the Board, and Keith Valentine will serve as President and Chief Executive Officer and member of the Board. The remainder of the combined company's Board and leadership team will be named prior to closing and is expected to include representatives from both Orthofix and SeaSpine. Upon completion of the merger, the new Executive Leadership Team will include Suzanne Armstrong, Senior Vice President, Global Human Resources; John Bostjancic, Chief Financial Officer; Roberto Donadello, Senior Vice President, Global Operations; Kim Elting, President, Global Orthopedics; Ehab Esmail, Senior Vice President, Global Quality, Regulatory and Clinical Affairs; Kevin Kenny, President, Global Spine; Patrick Keran, Chief Legal Officer; Tyler Lipschultz, President, Global Biologics and Beau Standish, President, Global Enabling Technologies. The combined company will be headquartered in Lewisville, Texas.

The transaction is subject to approval by both companies' shareholders, all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 having expired or been terminated, the Registration Statement shall have become effective under the Securities Act, Orthofix shall have filed with NASDAQ the Listing of Additional Shares Notice and customary closing conditions; receipt by SeaSpine of an opinion of its respective outside counsel to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code; and regulatory approvals. The transaction was unanimously approved by the Boards of Directors of both Orthofix and SeaSpine. The SeaSpine Board and Orthofix Board unanimously recommends that SeaSpine stockholders approve the merger. Orthofix Board formed a strategic steering committee. A special meeting of Orthofix stockholders has been scheduled for January 4, 2023 to vote on a proposal to approve the issuance of Orthofix common stock in the proposed deal. The registration statement was declared effective by the SEC on November 22, 2022. The transaction is expected to close in the first quarter of 2023. The deal is expected to close early in the first quarter of 2023. The transaction is expected to be accretive to Orthofix's standalone adjusted EBITDA by the second full year after close.

Perella Weinberg Partners LP is serving as financial advisor, financial due diligence provider and fairness opinion provider to Orthofix, and Joseph E. Gilligan and Brian C. O'Fahey of Hogan Lovells US LLP are serving as legal counsel and due diligence provider. Charles Ruck and Robert Katz of Latham & Watkins LLP acted as legal advisors to Perella Weinberg Partners LP. Andrew Lowes, Randy Colson and Greg Webb of Haynes and Boone, LLP acted as Intellectual Property counsel to Orthofix. Piper Sandler & Co. is serving as financial advisor, financial due diligence provider and fairness opinion provider to SeaSpine, and Patrick J. O'Malley, Michael S. Kagnoff and David M. Clark of DLA Piper LLP (US) are serving as legal counsel and due diligence provider. Computershare Trust Company, National Association acted as transfer agent to Orthofix. American Stock Transfer & Trust Company, LLC acted as transfer agent to SeaSpine. Orthofix has retained Saratoga Proxy Consulting LLC to assist in the solicitation of proxies for a fee of approximately $75,000 plus reasonable out-of-pocket costs and expenses. SeaSpine has retained Kingsdale Advisors to assist in the solicitation of proxies for a fee of approximately $13,500 plus reasonable out-of-pocket costs and expenses. Perella Weinberg will receive an aggregate fee of approximately $5.6 million, $2.5 million of which was payable in connection with the delivery of Perella Weinberg's opinion and the remainder of which is contingent upon consummation of the merger. Piper Sandler will receive an aggregate fee of approximately $4.3 million, $1 million of such fee which was payable to Piper Sandler for rendering its fairness opinion and is creditable against the total fee.

Orthofix Medical Inc. (NasdaqGS:OFIX) completed the acquisition of SeaSpine Holdings Corporation (NasdaqGS:SPNE) from a group of shareholders in a merger of equals transaction on January 4, 2023. The combined company will continue to trade on NASDAQ under the symbol “OFIX.” The combined company will be renamed at a later date and until then will continue to be known as Orthofix Medical Inc. On January 5, 2023, SeaSpine requested that the NASDAQ Stock Market file with the SEC an application on Form 25 to withdraw the SeaSpine common stock from listing on the NASDAQ Global Select Market and terminate the registration of SeaSpine common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). The shareholders of both Orthofix and SeaSpine has approved the transaction.