- Orthopaedic & Spine Development (“OSD”) is a manufacturer
of implants for spine surgery
- Acquisition of a majority interest will lead to the creation of
a new benchmark player in orthopedic surgery in France and allow
the Group to rapidly achieve significant revenue growth.
Regulatory News:
IMPLANET (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 obtained founding shareholders’ agreement to
acquire a majority stake in Orthopaedic & Spine Development
(“OSD”), which specializes in developing, manufacturing and
marketing implants for spine surgery.
IMPLANET's offer is aimed at acquiring majority control
(potentially of the entire share capital) of OSD, valued at €4.2
million (for 100% of the shares). OSD’s founding shareholders,
representing 71,5% of the capital, have already committed to
respond favorably to the offer, thus confirming the principle of
this merger. The final acquisition percentage will be communicated
shortly after finalization of the legal documentation.
As a token of their support for the merger project, OSD’s
founding shareholders will also become shareholders of
IMPLANET.
Before March 31, 2021, Implanet will convene a Shareholders’
Meeting to submit the takeover agreement to its
shareholders.
Ludovic Lastennet, CEO of Implanet, comments: “The
acquisition of OSD represents a milestone in our strategy, deployed
since late 2019, to strengthen Implanet’s position in the
orthopedic and spine market. The clinical value of our JAZZ®
technology has, over the years, enabled us to become a pivotal
player in pediatric spinal deformity, but thus far our range has
limited our ability to grow at a similar pace in the degenerative
adult segment. This merger with OSD will strengthen our spinal
implant range, notably for the adult market, while positioning
Implanet as an integrated supplier capable of competing with the
market’s largest players. The merger will enable us to rapidly
achieve a critical mass in terms of revenue. Reaching this critical
mass will ensure that, in the coming years, we will be able to meet
regulatory, clinical and economic demands in a fast-growing
market”.
Nicolas Papillon, CEO and President of OSD, adds: “We are
very excited about this opportunity to combine our implant ranges
with the clinical value of the JAZZ® platform, while benefiting
from Implanet’s financial and marketing expertise. We had been
looking to join forces with a partner in order to deploy the
execution of our strategy and provide our products with greater
commercial scope, notably in the United States. This merger with
Implanet was an obvious choice, as we and its founders share a
common desire to turn our two companies into an agile entity,
working closely with its customers and determined to increase
market share”.
OSD: a specialist in developing
implants for spine surgery
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.
Acquisition driven by value-creating
synergies:
- complementary spine surgery implants,
- 510 (k) clearances enabling US market distribution and CE
marking for the entire product range through to 2024,
- solid regulatory platform and a common notified body (LNE
GMED),
- common desire to achieve critical revenue mass, continued
growth and margin improvement.
Planned terms of the
acquisition
This acquisition project is based on an OSD valuation of €4.2
million for 100% of its shares. Subject to conditions precedent, it
will be carried out via a cash payment of €2.6 million, in the form
of a 24-month sales credit, the balance of up to €1.6 million being
paid for in Implanet shares.
This acquisition and the financing of the new entity 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 shares (in the form of bonds redeemable in
shares) for the payment of the acquisition will be subject to the
approval of the next Shareholders’ Meeting scheduled for the second
quarter of 2021, to be convened before March 31, 2021.
An upcoming press release will describe the final terms of the
transaction.
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210317005614/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
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