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| [March 01, 2013] |
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Wright Medical Group, Inc. Completes Acquisition of BioMimetic Therapeutics, Inc.
ARLINGTON, Tenn. --(Business Wire)--
Wright Medical Group, Inc. (NASDAQ: WMGI) today announced that it has
completed its acquisition of BioMimetic Therapeutics, Inc. The
transaction combines BioMimetic's breakthrough biologics platform and
pipeline with Wright's established sales force and product portfolio, to
further accelerate growth opportunities in Wright's Extremities business.
Wright previously announced plans on November 19, 2012 to acquire
BioMimetic Therapeutics, Inc. for an upfront purchase price of
approximately $190 million in cash and stock plus additional milestone
payments of up to approximately $190 million in cash, which are payable
upon receipt of FDA approval of Augment® Bone Graft and upon
achieving certain revenue milestones.
In conjunction with the closing the transaction, a total of
approximately $42.5 million in cash will be paid, and approximately 7.0
million shares of Wright common stock and 28.1 million contingent value
rights (CVRs) will be issued. The CVRs will be listed for trading on the
Nasdaq Global Market under the symbol WMGIZ and are expected to begin
trading on Monday, March 4, 2013. BioMimetic's common stock has ceased
trading on the Nasdaq Global Market as of March 1, 2013.
BioMimetic's Augment® product line is based on recombinant
human platelet-derived growth factor (rhPDGF-BB), a synthetic copy of
one of the body's principal healing agents. In June 2012, BioMimetic
submitted a responsive PMA amendment responding to FDA's request for
additional information about the product, and the product is currently
pending a final FDA regulatory decision, which is anticipated between
April 2013 and January 2014. If approved, Augment® Bone Graft
will be the first clinically proven protein therapeutic to come to the
orthopedics market in a decade, offering the potential to reinforce
surgical bone repair in hindfoot and ankle fusion procedures
effectively, which translates into an estimated market opportunity
believed to be approximately $300 million annually in the U.S. Augment®
Bone Graft is currently available for sale as an alternative to
autograft in Canada for foot and ankle fusion indications and in
Australia and New Zealand for hindfoot and ankle fusion indications.
As a result of closing this transaction, the Company anticipates no
change to its full-year 2013 net sales range of $485 million to $495
million. This transaction is anticipated to negatively impact earnings
per share in the range of $0.32 to $0.34 per diluted share, resulting in
anticipated full-year 2013 loss per share icluding stock-based
compensation for the combined company of $(0.26) to $(0.34) per diluted
share, based on approximately 47.0 million shares outstanding, and free
cash flow in the range of $0 million to $5 million.
About Wright Medical
Wright Medical Group, Inc. is a global orthopaedic medical device
company that specializes in the design, manufacture and marketing of
devices and biologics for extremity, hip and knee reconstruction and is
the recognized leader of surgical solutions for the foot and ankle
market. The Company has been in business for more than 60 years and
markets its products in over 60 countries worldwide. For more
information about Wright Medical, visit the Company's website at www.wmt.com.
Cautionary Note Regarding Forward-Looking Statements
This press release may contain "forward-looking statements" as
defined under U.S. federal securities laws. These statements reflect
management's current knowledge, assumptions, beliefs, estimates, and
expectations and express management's current view of future
performance, results, and trends. Forward looking statements may be
identified by their use of terms such as anticipate, believe, could,
estimate, expect, intend, may, plan, predict, project, will, and other
similar terms. Forward-looking statements are subject to a number of
risks and uncertainties that could cause actual results to materially
differ from those described in the forward-looking statements. In
addition to those described below, forward looking statements contained
in this press release include, without limitation, statements concerning
the expected benefits of the acquisition of BioMimetic
Therapeutics, Inc., including statements about the possibility of FDA
approval of Augment Bone Graft, statements regarding market acceptance
of, and expected annual market demand for Augment Bone Graft, and
statements regarding the expected impact of the transaction on Wright's
adjusted EBITDA and other financial results. The reader should not place
undue reliance on forward-looking statements. Such statements are made
as of the date of this press release, and we undertake no obligation to
update such statements after this date. In addition to those described
above, risks and uncertainties that could cause our actual results to
materially differ from those described in forward-looking statements are
discussed in our filings with the Securities and Exchange Commission
(including those described in Item 1A of our Annual Report on Form 10-K
for the year ended December 31, 2012, and as may be supplemented in our
Quarterly Reports on Form 10-Q). By way of example and without implied
limitation, such risks and uncertainties include: the failure to
realize the anticipated benefits from the acquisition of BioMimetic or
any delay in realization thereof, future actions of the United States
Attorney's office, the FDA, the Department of Health and Human Services
or other U.S. or foreign government authorities, including those
resulting from increased scrutiny under the Foreign Corrupt Practices
Act and similar laws, that could delay, limit or suspend our
development, manufacturing, commercialization and sale of products, or
result in seizures, injunctions, monetary sanctions or criminal or civil
liabilities; failure to obtain the FDA or other regulatory clearances
needed to market and sell our products; any actual or alleged breach of
the Corporate Integrity Agreement to which we are subject through
September 2015 which could expose us to significant liability including
exclusion from Medicare, Medicaid and other federal healthcare programs,
potential criminal prosecution, and civil and criminal fines or
penalties; adverse outcomes in existing product liability litigation;
new product liability claims; inadequate insurance coverage; the
possibility of private securities litigation or shareholder derivative
suits; demand for and market acceptance of our new and existing
products; potentially burdensome tax measures; recently enacted
healthcare laws and changes in product reimbursement which could
generate downward pressure on our product pricing; lack of suitable
business development opportunities; product quality or patient safety
issues; challenges to our intellectual property rights; geographic and
product mix impact on our sales; our inability to retain key sales
representatives, independent distributors and other personnel or to
attract new talent; inventory reductions or fluctuations in buying
patterns by wholesalers or distributors; inability to realize the
anticipated benefits of restructuring initiatives; negative impact of
the commercial and credit environment on us, our customers and our
suppliers; and the potentially negative effect of our ongoing compliance
enhancements on our relationships with customers, and on our ability to
deliver timely and effective medical education, clinical studies, and
new products.

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