VEXIM, headquartered in Balma, France, specializes in the development and sale of vertebral compression fracture (VCF) solutions. The company’s flagship product is the SpineJack system, a mechanical expandable VCF implant for fracture reduction and stabilization. The VEXIM portfolio is highly complementary to the Interventional Spine (IVS) business of Stryker’s Instruments division whose key products include a portfolio for vertebral augmentation, vertebroplasty and radiofrequency ablation procedures, along with a diagnostic tool and decompression treatment advances for contained disc herniations. VEXIM had sales of 18.5 million euros in 2016, a 33 percent growth over its 2015 proceeds.
VEXIM has a direct sales force in Europe with sales in France, Germany, Spain, and Italy and an international distribution network in selected countries in Eastern Europe, the Middle East, Latin America, and Asia. The SpineJack product will be sold in the United States upon receiving U.S. Food and Drug Administration 510(k) clearance. VEXIM anticipates filing for clearance in 2018.
Stryker indirectly acquired securities held by certain VEXIM shareholders (Truffle Capital, Bpifrance Participations and Kreaxi) and managers (Vincent Gardès and José Da Gloria) of VEXIM representing in the aggregate 50.7 percent of the share capital and 50.3 percent of the voting rights of the company, and 37.1 percent of the outstanding BSAAR warrants. Stryker paid 20 euros per share and 3.91 euros per BSAAR warrant. This price represents an aggregated equity value of VEXIM on a fully diluted basis of approximately 183 million euros, which corresponds to an enterprise value of approximately 162 million euros.
In accordance with French tender offer laws and regulations, Stryker will file a simplified cash public offer to purchase all remaining VEXIM shares and BSAAR warrants. The offer is being filed on Oct. 25 with the French stock market authority at the same prices per share and per BSAAR warrant as the prices paid for the controlling blocks, and will be subject to the AMF’s clearance. If Stryker owns at least 95 percent of the share capital, voting rights and fully-diluted shares of VEXIM at the closing of the offer, it intends to squeeze out the remaining non-tendered shares and BSAAR warrants to own 100 percent of VEXIM and delist the company.
The transaction is expected to close in the fourth quarter of 2017. The transaction is expected to be neutral to Stryker's 2017 adjusted net earnings per diluted share.
Associés en Finance (represented by Catherine Meyer), independent expert appointed by VEXIM in connection with the offer in accordance with Article 261-1, I and II of the general regulation of the AMF, has determined that the offer prices are fair for the shareholders and holders of BSAAR warrants from a financial point of view. VEXIM’s board of directors has recommended that all holders of shares and BSAAR warrants tender their securities into the offer.
BNP Paribas is acting as financial advisor and presenting bank. Skadden, Arps, Slate, Meagher & Flom LLP is acting as outside legal counsel to Stryker.
Kalamazoo, Mich.-based Stryker is one of the world’s leading medical technology companies and, together with its customers, is driven to make healthcare better. The company offers products and services in Orthopaedics, Medical and Surgical, and Neurotechnology and Spine that help improve patient and hospital outcomes.