ITEM 2.01 Completion of Acquisition or Disposition of Assets
As previously announced, on
On
ITEM 7.01 Regulation FD Disclosure.
On
The information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Item 7.01 of this Current Report on Form 8-K.
ITEM 9.01 Financial Statements and Exhibits.
(a)Financial Statements of Businesses Acquired.
The financial statements required by this Item 9.01(a) will be filed by an amendment to this report within 71 calendar days after the date this report was required to be filed.
(b)Pro Forma Financial Information.
The pro forma financial information required by this Item 9.01(b) will be filed by an amendment to this report within 71 calendar days after the date this report was required to be filed.
(d) Exhibits
The following exhibits are furnished with this report:
Exhibit No. Description 99.1 Press Release ofAlphatec Holdings, Inc. , datedMay 12, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Forward-Looking Statements
The Company cautions you that statements included in this Current Report on Form 8-K that are not a description of historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainty. Such statements are based on management's current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Forward looking statements include the Company's plans to commence a tender offer for the remaining EOS Shares and OCEANEs, and the expected aggregate consideration to be paid in connection with the acquisition of EOS.
The important factors that could cause actual operating results to differ
significantly from those expressed or implied by such forward-looking statements
include, but are not limited to: uncertainties as to the timing of the Offer for
the remaining EOS Shares and OCEANEs; uncertainties as to the percentage of EOS'
securityholders tendering their shares in the Offer for the remaining EOS
Shares; the possibility that competing offers will be made and accepted; risks
related to the AMF's review of the Offer; ATEC's and EOS' ability to satisfy the
conditions to Offer closing for the transaction on the anticipated timeline or
at all; the satisfaction of conditions, including applicable regulatory
clearances; the occurrence of any event, change or other circumstance that could
give rise to the termination of the Tender Offer Agreement; the effect of the
announcement of the Offer and related transactions on the ability of the parties
to retain and hire key personnel, maintain relationships with their customers
and suppliers, and maintain their operating results and business generally; the
inability to reach the required threshold to complete the Squeeze-Out resulting
in EOS Shares continuing to be traded on Euronext and related regulatory
requirements in connection therewith; the inability of the Company to secure the
financing contemplated to be obtained on the expected terms or timing, or at
all, whether as a result of failure to meet certain conditions or otherwise;
risks related to potential litigation in connection with the Offer or the Offer
closing that may result in significant costs of defense, indemnification and
liability; the risk that the businesses will not be integrated successfully;
unexpected variations in market growth and demand for the combined company's
products and technologies; and the risk that benefits and synergies from the
acquisition may not be fully realized or may take longer to realize than
expected; the impact of the COVID-19 pandemic on the Company's and EOS' business
and the economy; and other risks detailed in the Company's public periodic
filings with the
Certain Legal Matters
This communication is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this Current Report on Form 8-K, the attached press release or otherwise.
The distribution of this communication in jurisdictions outside
EOS is incorporated in
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