VEXIM, headquartered in Balma, France, specializes in the development and sale of vertebral compression fracture (VCF) solutions. The company’s flagship product is the SpineJack® system, a mechanical expandable VCF implant for fracture reduction and stabilization.
The VEXIM portfolio is highly complementary to the Interventional Spine (IVS) business of Stryker’s Instruments division whose key products include an extensive and innovative portfolio for vertebral augmentation, vertebroplasty and radiofrequency ablation procedures, along with a diagnostic tool and decompression treatment advances for contained disc herniations. VEXIM had sales of €18.5M in 2016 which was 33% growth over 2015 revenue.
VEXIM has a direct sales force in Europe with sales in France, Germany, Spain, and Italy and an international distribution network in selected countries in Eastern Europe, Middle East, Latin America and Asia. The SpineJack product will be sold in the US upon receiving 510(k) clearance. VEXIM anticipates filing for clearance in 2018.
Stryker indirectly acquired securities held by certain VEXIM shareholders (Truffle Capital, Bpifrance Participations and Kreaxi) and managers (Vincent Gardès and José Da Gloria) of VEXIM representing in the aggregate 50.7 % of the share capital and 50.3 % of the voting rights of the company, and 37.1 % of the outstanding BSAAR warrants. Stryker paid EUR 20.00 per share and EUR 3.91 per BSAAR warrant. This price represents an aggregated equity value of VEXIM on a fully diluted basis of approximately EUR 183 million, which corresponds to an enterprise value of approximately EUR 162 million.
In accordance with French tender offer laws and regulations, Stryker will file a simplified cash public offer to purchase all remaining VEXIM shares and BSAAR warrants (the “Offer”). The Offer will be filed on October 25, 2017 with the French stock market authority (the “AMF”), at the same prices per share and per BSAAR warrant as the prices paid for the controlling blocks, and will be subject to the AMF’s clearance. If Stryker owns at least 95% of the share capital, voting rights and fully-diluted shares of VEXIM at the closing of the Offer, it intends to squeeze out the remaining non-tendered shares and BSAAR warrants to own 100% of VEXIM and delist the company.
The transaction is expected to close in the fourth quarter of 2017. The transaction is expected to be neutral to Stryker’s 2017 adjusted net earnings per diluted share.
Associés en Finance (represented by Mrs. Catherine Meyer), independent expert appointed by VEXIM in connection with the Offer in accordance with Article 261-1, I and II of the general regulation of the AMF, has determined that the Offer prices are fair for the shareholders and holders of BSAAR warrants from a financial point of view. VEXIM’s board of directors has recommended that all holders of shares and BSAAR warrants tender their securities into the Offer.
BNP Paribas is acting as financial advisor and presenting bank. Skadden, Arps, Slate, Meagher & Flom LLP is acting as outside legal counsel to Stryker.