Alphatec Holdings, Inc. (NasdaqGS:ATEC) entered into an agreement to acquire EOS imaging SA (ENXTPA:EOSI) for $79.5 million on December 16, 2020. The transaction will be settled in cash. Alphatec has arranged a strategic financing with $178 million in financing commitments. The transaction will be financed through a private placement at $11.11 per share led by Squadron Capital and supported by a group of new and existing investors in ATEC, including Perceptive Advisors, Avidity Partners, and First Light Asset Management to raise $138 million and through a revolving financing of $40 million. Alphatec will also use existing cash balance of $123 million to finance the transaction. In case of termination, EOS shall pay a termination fee of 2.5 million ($3.04 million) to Alphatec and Alphatec shall pay a reverse break-up to EOS of 2.5 million ($3.04 million).
Board of Directors of EOS imaging acknowledge the change of control of the company following the completion of the first tender offer initiated by Alphatec, as a result of which, Alphatec holds 89.1% of the common shares and voting rights of the EOS imaging and 57.2% of the outstanding OCEANEs. The tender offer has been reopened as of May 17 through June 2, 2021. Pursuant to the tender offer agreement entered by the two companies in December 2020, the Board of Directors has co-opted, at the request of Alphatec, Pat Miles, Eric Dasso and Tyson Marshall as Directors of EOS imaging. These Directors replace Mike Lobinsky, Antoine Vidal and Eric Beard. Gérard Hascoët remains Chairman of the Board of Directors and Mike Lobinsky continues to exercise his functions as Chief Executive Officer.
The transaction is subject to customary closing conditions, including approval from Autorité des marches financiers and French regulatory clearance regarding foreign investments and a favorable opinion of the EOS board of directors based on the fairness opinion issued by the independent expert appointed by EOS. The offer is also subject to minimum tender of at least two-thirds of the share capital of EOS. The board of directors of EOS unanimously approved the transaction. The transaction is also approved by the board of Alphatec. Certain shareholders of EOS holding approximately 23% shares have agreed to tender their shares. The offer will be open for 25 Euronext Paris trading days. If Alphatec owns 90% or more shares because of offer, then it will acquire the remaining shares via mandatory squeeze out. On or before March 5, 2021, ATEC expects to file a draft offer document with the French financial market authority, Autorité des marchés financiers relating to its tender offer. As per the announcement made on March 5, 2021, French regulatory authority approved the transaction.
The transaction is expected to close in the second quarter of 2021. The acquisition is expected to be accretive to revenue, revenue growth, adjusted EBITDA and free cash flow in the first full year of operations following the transaction close. As of May 10, 2021, ATEC will hold in total 89.1% stake in EOS. In accordance with the requirements of article 232-4 of the AMF's general regulations, the AMF will re-open the Offer on May 17, 2021, at the same price, i.e. 2.45 per share. Cowen is acting as financial and capital markets advisor for Alphatec and Alexander Crosthwaite, Etienne Gentil, Matthias Rubner, Celia Gallo, Jad Clam, Adrien Giraud, Matt Bush, Kevin Reyes, Jacob Steele, Haim Zaltzman and Elisabeth Oh of Latham & Watkins LLP (Paris) is serving as legal advisor for the acquisition transaction and private placement for Alphatec. Piper Sandler is acting as financial advisor while Maître Anne Tolila and Maître Charles de Reals of Gide Loyrette Nouel is serving as legal advisor for EOS. Stifel is acting as financial advisor and Reed Smith LLP is serving as legal advisor for Squadron.
Alphatec Holdings, Inc. (NasdaqGS:ATEC) completed the acquisition of EOS imaging SA on May 13, 2021. EOS operates as a wholly owned subsidiary of Alphatec.