Alphatec Holdings, Inc. (NasdaqGS:ATEC) entered into an agreement to acquire EOS imaging SA (ENXTPA:EOSI) for €74.6 million on February 26, 2020. The consideration is subject to adjustments. Alphatec Holdings, Inc. will pay the consideration to EOS imaging in an election consideration at an offer per share of €2.8 in either cash or common stock, for a purchase price of up to €80.3 million, plus debt retirement of €30.9 million, in a combination of cash and equity. Under the terms of the Offer, EOS's shareholders would receive either €2.80 (or approximately USD $3.08) per EOS share under the Cash Offer or 0.50 ATEC common shares per EOS share under the Exchange Offer. Alphatec will also target all outstanding EOS convertible notes. The holders of the notes would receive either €7.01 (or approximately USD $7.71) per EOS OCEANE as part of the Cash Offer. If the Alphatec Holdings, Inc. or its affiliates own 90% or more of EOS imaging SA share capital and voting rights following the Closing, Alphatec Holdings, Inc. shall implement a mandatory squeeze out on any remaining non-tendered EOS imaging SA shares. The Tender Offer Agreement contains certain termination rights at the option of both Alphatec Holdings, Inc. and EOS imaging SA. Under the terms and conditions set forth in the Tender Offer Agreement, EOS imaging SA shall pay a break-up fee of €2.5 million and up to €3.5 million in certain circumstances to Alphatec Holdings, Inc. and Alphatec Holdings, Inc. shall pay a reverse break-up to EOS of €2.5 million upon the occurrence of certain events, including, with respect to EOS' break-up fee. The Agreement shall terminate automatically on September 30, 2020 or upon the occurrence of the Offer lapses, is declared non-compliant by the AMF or is not successful, as a consequence of the failure to satisfy one of the conditions thereto or the Purchaser does not reach the threshold of two thirds of the share capital and voting rights. Perceptive Credit Holdings III, LP to provide €91.11 million as secured debt financing. ATEC secured a new capital commitment of up to $160 million to refinance existing debt and fund the proposed acquisition of EOS.

It is expected that the offer will be filed with the French Financial Markets Authority (Autorité des marchés financiers) in late April 2020. The deal is subject to subject to customary closing conditions, including obtaining regulatory clearance from the AMF, French foreign investment clearances and a favorable opinion of the EOS board of directors based on the fairness opinion issued by the independent expert appointed by EOS. The Boards of Directors of both ATEC and EOS have approved the execution of a tender offer agreement. The independent expert appointed by EOS provided Fairness Opinion stating that the financial terms and conditions of the Offer are fair. The transaction is expected to close in the third quarter of 2020. Alphatec expects the acquisition to be accretive to revenue, revenue growth, adjusted EBITDA and free cash flow in the first full year of operations following the transaction close. Cowen is acting as financial advisor to ATEC, and Matthew Bush and Alexander Crosthwaite of Latham & Watkins LLP are serving as legal counsel. Jeremy Scemama and Fabien Goudot of Piper Sandler is acting as financial advisor to EOS imaging, and Gide Loyrette Nouel is serving as legal counsel.

Alphatec Holdings, Inc. (NasdaqGS:ATEC) cancelled the acquisition of EOS imaging SA (ENXTPA:EOSI) on April 24, 2020. ATEC concluded that a “Material Adverse Effect” (as defined in the TOA) has occurred, resulting in circumstances that are no longer conducive to completion of the transaction described in the TOA. ATEC notified EOS of its termination decision, as required by the TOA, in a letter dated April 24, 2020. In connection with the termination of the TOA, ATEC and Perceptive Credit Holdings III, LP, have agreed to terminate the commitment letter for up to €147.61 million ($160 million) in secured debt financing, which was intended to retire ATEC's existing credit facilities and fund the cash required to complete the acquisition of EOS. The Company's current credit facilities with MidCap Funding IV, LLC and Squadron Medical Finance Solutions, LLC (“Squadron”) remain in place.