FiDA highlight
Just a reminder: Doug Kohrs, the former CEO of AMS, American Medical Systems/Endo Pharmaceuticals now from Dublin, Ireland (producer of FAILED pelvic surgical mesh) and CEO of Tornier-a Minnesota company-now from the Netherlands-that made the elbow that failed in my brother after just 4 months-left abruptly and gave himself $2.6M when the company was failing to bring in a profit.
Oct 28, 2014, 1:17pm CDT
Staff reporter-
Minneapolis / St. Paul Business Journal
Orthopedic-device maker Tornier has been sold to Wright Medical Group Inc. in an all-stock
deal worth $3.3 billion, the companies announced Monday.
Memphis-based Wright
Medical Group, which makes surgical devices and bone-growth products, will own
52 percent of the combined company's stock when the deal closes.
The combined company will
operate as Wright Medical and be led by Robert Palmisano, Wright's president and CEO. Tornier CEO David Mowry will serve as president and chief operating officer.
Tornier is based in the
Netherlands, but its U.S. headquarters and top executives are based in
Bloomington. The business ranks as Minnesota's 10th-largest medical-technology
company, according to Business Journal research.
Tornier's Bloomington
office will serve as the U.S. headquarters for the combined company's upper
extremity business unit, Tornier said in a regulatory filing. Wright's U.S. headquarters and executive team will be based in
Memphis. Its global headquarters
will be based in the Netherlands.
Tornier makes devices for
the treating orthopedic problems in shoulders, hand, elbows and other extremities. The company
generated $311 million in revenue last year. Wright's sales totaled $242
million in 2013.
___________________________________________________
___________________________________________________
October 27, 2014 | By Varun Saxena
Wright Medical Group ($WMGI) plans to merge
with peer Tornier ($TRNX) in an all-stock
transaction designed to create a pure-play orthopedics extremities and
biologics company valued at $3.3 billion. The resulting entity is expected to
be a midsized growth company that's in what it says are the three fastest
growing areas of orthopedics--upper extremities, lower extremities and
biologics.
The newly combined company
will be incorporated in the Netherlands, where Tornier is currently
headquartered. The
inversion deal is one of the first since release of the Treasury Department's
rules to deter the tax-saving practice. One of them was a med tech deal
between hospital products and services companies Steris and U.K.-based Synergy
Health.
During the conference call
describing the deal, company officials said the short-term tax advantages will
be minimal, according to the Wall Street Journal.
The deal values Tornier at a
premium of 28% over its Oct. 24 closing price. Wright shares climbed 6% to $33.50 in after-hours
trading on the news, while Tornier
gained 31% to $31.44. Each share of Wright common stock will be
exchanged for 1.0309 ordinary shares of Tornier.
"Together, we will have
one of the most comprehensive upper and lower extremity product portfolios in
the market, extending our leadership position and further accelerating our
growth opportunities and path
to profitability, all of which we believe will generate long-term value for our shareholders. In
addition, this will provide our employees with opportunities for career growth
and development as part of a much larger, dynamic organization," Robert
Palmisano, CEO of Wright Medical, said in a statement.
He will become CEO of the
newly combined company, to be known as Wright Medical Group N.V. The U.S.
headquarters for the Lower Extremity and Biologics businesses will be in
Memphis, TN, where Wright is currently headquartered. The U.S. headquarters for
the Upper Extremity business will be based in Bloomington, MN, at an existing
Tornier facility. Wright shareholders will own 52% of the new company and
Tornier shareholders, 48%.
"Both companies have
built a deep and loyal customer base and have highly complementary product
portfolios, positioning the combined entity to deliver meaningful value to our
shareholders. We believe that partnered together, Wright and Tornier will
become the fastest-growing
company in the Extremities-Biologics industry," said Tornier CEO
David Mowry, who will become COO of Wright Medical Group N.V.
The news comes on the same
day as Wright's announcement that it received PMA approval from the FDA for its Augment Bone Graft
as an alternative to autograft for ankle and/or hindfoot fusion indications.
Both companies make implants
to fix or replace the wrist and ankle as well as biologics to encourage healing
and tissue regeneration. Tornier's U.S. portfolio also includes implants for
the shoulder and elbow, as well as surgical tools enabling sports medicine.
The new company is expected
to have revenues growing in the mid-teens with adjusted EBITDA margins
approaching 20% in three to four years. Cost synergies are expected to be in
the range of $40 million to $45 million within the first three years after the
transaction completes; synergies will be due to overlapping public company
expenses, support function and system costs as well as process and vendor
consolidation. Wright expects the transaction will be accretive to the new
company's adjusted EBITDA in the second full year after the transaction
completes.
Separately, Tornier reported
Q3 revenues were up 14.9% year over year to $76.7 million. Meanwhile, Wright's
quarterly net sales of $71.3 million were up 24%. The transaction is expected
to close during the first half of 2015.
Related Articles:
Stryker to buy Small Bone Innovations
for up to $375M
Wright revives prospects of bone
graft with FDA resubmission
Wright ends an up-and-down year on a
high note
Wright buying implant outfit for $80M
with eye on Europe
Tornier snags OrthoHelix for $135M
Editor's
Note: This article has been updated to indicate that the
transaction involves tax inversion.
___________________________________________________________________
___________________________________________________________________
New Company Will Be Based in Tornier’s
Current Home of the Netherlands
By LAUREN POLLOCK Wall Street Journal
Updated Oct. 27, 2014 6:20 p.m. ET
Medical-device companies Wright Medical Group Inc. and Tornier NV agreed to combine in an
all-stock deal that would move Wright’s headquarters to the Netherlands.
The companies, which both make
orthopaedic devices, said their combined equity value is about $3.3 billion. Wright shareholders
will own about 52% of the combined company, while Tornier investors will have
48%.
This
deal follows other acquisitions prompted in part by potential tax advantages,
known as inversion deals. In recent weeks, the Obama administration has moved
to stem that wave of corporate inversions by unveiling new tax rules.
On a conference call, the companies
downplayed the tax implications of the deal, saying the near-term advantages
are minimal.
The combined company will be called
Wright Medical Group NV and will be led by Wright’s current CEO, Robert
Palmisano, but it will be based in the Netherlands, with a U.S. home at
Wright’s current Memphis base.
Tornier CEO David Mowry will be chief
operating officer of the combined company. The board will be made up of five
representatives from each company’s existing board.
Wright makes extremity and surgical
tools, while Tornier makes tools for surgeons who treat musculoskeletal
injuries and disorders of the shoulder, elbow, wrist, hand, ankle and foot.
Write to Lauren Pollock at lauren.pollock@wsj.com
_______________________________________________
SHAREHOLDER ALERT: Law Firm of Levi &
Korsinsky, LLP Launches Investigation Against the Board of Directors of Wright
Medical Group, Inc. Regarding the Fairness of the Sale of the Company to
Tornier NV
Published: October 29, 2014
NEW YORK--(BUSINESS WIRE)--Oct. 29, 2014-- Levi
& Korsinsky is investigating the Board of Directors of Wright Medical
Group, Inc. (“Wright Medical” or “the Company”) (NasdaqGS: WMGI) for possible breaches of fiduciary duty
and other violations of state law in connection with the sale of the Company to Tornier
NV.
Click here to learn more about the investigation:
http://zlk.9nl.com/wright-medical-wmgi.
Under the terms of the transaction, Wright
Medical shareholders will receive 1.0309 Tornier common shares for each share
of Wright Medical stock they own, representing an approximate value of $24.79
per share, based on Tornier’s recent closing price. The investigation concerns
whether the Board of Wright Medical breached their fiduciary duties to
stockholders by failing to
adequately shop the Company before agreeing to enter into this
transaction, and whether Tornier
NV is underpaying for Wright Medical shares. In particular, at least one
analyst has set a price target for Wright stock at $40 per share.
If you own Wright Medical common stock and wish
to obtain additional information, please contact Joseph E. Levi, Esq. either
via email at jlevi@zlk.com
or by telephone at (212) 363-7500, toll-free: (877) 363-5972, or visit http://zlk.9nl.com/wright-medical-wmgi.
Levi & Korsinsky is a national firm with offices
in New York, New Jersey, Connecticut and Washington D.C. The firm’s attorneys
have extensive expertise in prosecuting securities litigation involving
financial fraud, representing investors throughout the nation in securities and
shareholder lawsuits. For more information, please feel free to contact any of
the attorneys listed below. Attorney advertising. Prior results do not
guarantee similar outcomes.
Source: Levi & Korsinsky
Levi & Korsinsky, LLP
Joseph Levi, Esq.,
212-363-7500
or
Eduard Korsinsky, Esq., 212-363-7500
30 Broad Street - 24th
Floor
New York, NY 10004
Toll Free: (877) 363-5972
Fax: (866) 367-6510
www.zlk.com
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