The deal calls for approximately 4.24 million shares of Bacterin common stock and approximately $60 million in cash, subject to customary working capital adjustments, and including the extinguishment of approximately $13 million of X-spine debt.
Once the deal closes, Bacterin will change its name to Xtant Medical Holdings Inc.
According to Bacterin officials, the transaction will position the combined company as a “comprehensive supplier for spine surgery procedures” that offers hardware and biologics through a “more substantial” national distribution footprint.
“This transaction joins two strong and growing organizations and reinforces the strategic initiatives outlined earlier this year to expand our product offerings, strengthen customer relationships and expand our distribution capabilities. We are excited to leverage further our combined operating platform and exceptional talent to drive, significant and ongoing value for our stockholders. With the addition of X-spine, we will have a stronger financial profile with over $80 million of revenue and positive EBITDA (earnings before interest, taxes, depreciation and amortization),” said Dan Goldberger, Bacterin’s CEO.
X-spine has numerous products for the treatment of spinal disease, with an emphasis on less-invasive treatments for the degenerative spine, X-spine’s spinal implants and instrumentation are highly complementary to Bacterin’s leading orthobiologics portfolio. The great majority of spinal procedures using X-spine’s product portfolio could use an orthobiologic that Bacterin currently offers, officials said.
“This transaction will increase the scope of our organization with a new, diversified portfolio of products focused on the orthopedic and spine markets. Furthermore, we will be able to offer those diversified products to our established customer base, representing an accessible revenue growth opportunity for the combined business. I look forward to working with Dan and his team to open the next chapter of our mutual success,” said David Kirschman, X-spine Systems’ president and CEO.
Kirschman will join the management team and serve as executive vice president and chief scientific officer of Xtant Medical. He also will be president of X-spine Systems, the hardware subsidiary; and will serve on Xtant’s board of directors.