Integra stockholders received one share of SeaSpine common stock for every three shares of Integra common stock they held on June 19, the record date for the spin-off. SeaSpine shares began "regular way" trading on the NASDAQ Global Select Market on July 2.
"[This] marks a meaningful milestone for SeaSpine, as we reposition the company for innovation and growth," said Keith Valentine, president/CEO of SeaSpine. "We are well-positioned in the spine market with an orthobiologics platform, an R&D pipeline with several product launches expected this calendar year, and a strong balance sheet with $47 million of cash and no debt post-spin to fund growth initiatives. We are confident in our ability to deliver long-term growth and value creation to our shareholders as an independent company."
The spinoff occurred seven months after Integra announced its intentions and four years after it acquired the Vista, Calif.-based firm for $89 million in cash. The move allows Integra to focus on specialty surgical solutions, orthopedics and tissue technologies. The portfolio realignment, according to company brass, is part of a larger transformation strategy that began in 2012 and centers on “optimizing the business and accelerating growth,” according to a news release from the company.
“These strategic changes create a much stronger platform for organic growth and execution, and we believe both companies will grow faster separately than together,” Peter Arduini, Integra’s president/CEO, said when the spinoff was announced. “Moving forward, Integra will have a simpler, more focused structure from which to operate, which should improve our ability to achieve our longer-term growth and margin improvement objectives. Further, we believe these moves create exciting opportunities for our shareholders and both organizations.”
Integra officials said the separation will provide both companies with a faster top-line growth profile; allow the new SeaSpine to invest more in top-line growth initiatives such as sales, marketing and R&D, and to access the capital markets; accelerate Integra’s operating margin expansion plans; and unlock equity value for Integra’s shareholders.
The new SeaSpine consists of a portfolio of spinal hardware solutions, including unique interbody devices, minimally invasive surgery solutions, and deformity correction products, as well as IsoTis, a leading brand in orthobiologics, including a range of osteoconductive and osteoinductive solutions using demineralized bone and synthetic matrices. The company will operate out of its current locations in southern California.
SeaSpine offers a portfolio of orthobiologics and spinal fusion hardware solutions that help neurosurgeons and orthopedic spine surgeons perform fusion procedures on the lumbar, thoracic and cervical spine.
n 2011, Integra acquired Vista, Calif.-based SeaSpine for $89 million in cash.
Integra will focus on specialty surgical solutions, orthopedics and tissue technologies. The portfolio realignment, according to company brass, is part of a larger transformation strategy that began in 2012 and centers on “optimizing the business and accelerating growth,” according to a news release from the company.
“These strategic changes create a much stronger platform for organic growth and execution, and we believe both companies will grow faster separately than together,” said Peter Arduini, Integra’s president and CEO. “Moving forward, Integra will have a simpler, more focused structure from which to operate, which should improve our ability to achieve our longer-term growth and margin improvement objectives. Further, we believe these moves create exciting opportunities for our shareholders and both organizations.”
Integra officials said the separation will provide both companies with a faster top-line growth profile; allow the new SeaSpine to invest more in top-line growth initiatives such as sales, marketing and R&D, and to access the capital markets; accelerate Integra’s operating margin expansion plans; and unlock equity value for Integra’s shareholders.
Under the proposed plan, the new spine business will operate as an independent, publicly held company with an estimated $140 million of trailing 12-month revenue as of Sept. 30, 2014. The new SeaSpine will consist of a portfolio of spinal hardware solutions, including unique interbody devices, minimally invasive surgery solutions, and deformity correction products, as well as IsoTis, a leading brand in orthobiologics, including a range of osteoconductive and osteoinductive solutions using demineralized bone and synthetic matrices. The transaction is expected to be completed within 12 months.
Integra’s board of directors plans to name Kirt Stephenson, former CEO and co-founder of SeaSpine, as board chairman of the new SeaSpine, which will operate out of the current locations in southern California.
“I’m excited about the opportunity to create another company focused on growth through new product development, strategic acquisitions and partnerships,” said Stuart Essig, Integra’s board chairman. “As a public company, SeaSpine will have a host of options to accelerate its growth and effectively invest in new business opportunities. The board believes this will be achieved more fully as a standalone public company rather than through a strategic merger or divestiture of the business. Further, Rich Caruso, Integra’s founder, and I personally look forward to remaining shareholders of both companies.”
In 2015, Integra expects to operate in three global business areas, which will become two business areas after giving effect to the spinoff:
- Orthopedic and Tissue Technologies, focused on extremities and wound care;
- Specialty Surgical Solutions, focused on neurosurgery and instruments; and
- Spine (ultimately to become independent), focused on spinal hardware as well as orthobiologics.
“These proposed changes represent a continued focus on optimizing and accelerating growth,” said Arduini. “We are excited about the opportunities for both companies and will provide updates on an ongoing basis as the transaction unfolds.”
The spinoff transaction is expected to take the form of a distribution that is tax-free to Integra shareholders of publicly traded stock in the new SeaSpine.