Orthofix Completes Its Acquisition of BREG, Inc.
HUNTERSVILLE, N.C./VISTA, Calif., Dec. 31, 2003 - Orthofix (Nasdaq:
OFIX) announced today it has completed its acquisition of privately
held BREG, Inc., a market leader in the sale of orthopedic postoperative
reconstruction and rehabilitative products to hospitals and orthopedic
offices. The purchase price for the acquisition was approximately
$159 million after closing adjustments and after valuing the Orthofix
common stock issued in the transaction at current trading prices.
The acquisition was financed with $110 million of debt, cash on
hand, and the issuance of 731,715 shares of Orthofix common stock.
The senior secured bank financing for the acquisition was arranged
by Wachovia Securities, which also acted as Orthofix's financial
advisor.
The combined company is expected to generate approximately $292
million in total revenues in 2004, with earnings per share (EPS),
subject to final purchase price allocation, of approximately $2.60
on a projected 15.6 million diluted shares For the 12-month period
ended Sept. 30, 2003, BREG generated $58.3 million in revenues and
$7.7 million in net income.
Orthofix (OFIX) announces agreement to acquire BREG, Inc.
HUNTERSVILLE, N.C./VISTA, Calif., Nov. 20, 2003 - Orthofix (Nasdaq:
OFIX) announced today that it has signed a definitive agreement
to acquire privately held BREG, Inc. - based in Vista, California,
and a market leader in the sale of orthopedic postoperative reconstruction
and rehabilitative products to hospitals and orthopedic offices
- for the purchase price of $150 million, to be paid with a combination
of cash and Orthofix common stock. Financing for the transaction
will include: $110 million of debt, cash on hand, and Orthofix common
stock valued at $27.8 million. The acquisition is subject to finalization
of financing, approval of BREG shareholders, governmental approval
and other customary closing conditions. It is Orthofix's intention
to complete the acquisition by the end of the year. Orthofix has
received a commitment for the senior secured bank financing for
the acquisition from Wachovia Securities. Wachovia Securities also
acted as financial advisor to Orthofix.
The combined company is expected to generate approximately $292
million in total revenues in 2004, with earnings per share (EPS),
subject to a final purchase price allocation, of approximately $2.60
on a projected 15.6 million diluted shares (See Table 1, "Projected
Post-Acquisition Combined Revenue by Sector"). For the twelve-month
period ended September 30, 2003, BREG generated $58.3 million in
revenues and $7.7 million in net income.
Orthofix Submits Pivotal-Trial Data to FDA for Pre-Market Approval
of Its Newest Product: Cervical-Stim® Bone Growth Stimulator. Cervical-Stim®
would be the first commercially available bone growth stimulator
for cervical spine fusion
HUNTERSVILLE, N.C., Sept. 2, 2003 - Orthofix International (NASDAQ:
OFIX) announced today that it has submitted to the FDA, as part
of its Pre-Market Approval (PMA) application, the final results
of a pivotal clinical trial of its newest product, the Cervical-Stim®
bone growth stimulator. The prospective, randomized, multi-center
clinical investigation, led by Kevin Foley, M.D., of the University
of Tennessee, enrolled a total of 323 patients and concluded in
January 2003. The objective of this clinical study was to demonstrate
safety and efficacy of the Cervical-Stim® device in high-risk subjects
who had undergone cervical fusion for degenerative conditions. The
results of the study show that there was a "statistically significant
positive effect" in the patients who received cervical stimulation
via Orthofix's pulsed electromagnetic field (PEMF)-based bone growth
stimulator, Cervical-Stim®.
Other
Important Developments
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- Orthofix Signs Three-Year Contract to Supply Premier, Inc.,
with Orthopedic Trauma Products
- Orthofix's 'BREG' Division Signs Two-Year Contract to
Supply Kaiser Permanente with Reconstruction Products
- Orthofix Announces Renewal of Co-Marketing Agreement with
Kendall Healthcare Products for Orthofix¹s A-V Impulse System®
- Orthofix expands its sales pipeline by partnering with
web-based retailer, DirectDME
- Orthofix's 'ISKD' System gets 510(k) clearance from FDA.
- Aetna Healthcare & Empire BCBS to cover Bone Growth
Stimulators.
- Collaborative development agreement with Wake Forest Univ.
School of Medicine.
- Scientific advisory panel to develop additional
applications for PEMF (pulsed electro magnetic field)
technology
- Marketing relationship with Orthodyne for ISKD (Intramedullary
Skeletal Kinetic Distractor)
- National Osteoporosis Institute (NOI) receives FDA approval
to begin clinicaltrial with Orthofix's "Bone Growth
Stimulator".
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BOARD OF
DIRECTORS
James F. Gero
Chairman of the Board of Directors
Director of Intrusion, Inc.,
Drew Industries, Inc. and
Greenleaf, Inc.
Chairman of Thayer Aerospace
Charles W.
Federico
Group President and CEO
Robert
Gaines-Cooper
Director
Peter J. Hewett
Director
Jerry C. Benjamin
General Partner, Advent Ltd.
Walter P. von
Wartburg
Attorney-at-law and Partner,
Law & Life Sciences
Consultancy, Switzerland
Thomas J. Kester,
CPA
Retired KPMG LLP audit partner
Guy Jordan, PhD
Director
Kenneth R. Weisshaar
Director
Stefan Widensohler
President and CEO,
KRAUTH Medical Group
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MANAGEMENT
James F. Gero
Chairman of the Board
Charles W. Federico
Group President and
Chief Executive Officer
Tom Hein
Group Chief Financial Officer
Gary Henley
President, Americas Division
Galvin Mould
President, International Division
Brad Mason
President, BREG Inc
Eric Brown
Senior Vice President,
Global Sales & Marketing
Ray Kolls
Vice President, General Counsel & Corporate Secretary |
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Certain matters discussed in this website are forward-looking statements
that involve risks and uncertainties, including, without limitation,
the acceptance of new products in the market and the impact of competitive
products and other risks and uncertainties. These are detailed from
time to time in the companies periodic reports (including the Annual
Report on Form 10-K for the year ended December 31, 2002, filed
with the United States Securities and Exchange Commission (the "SEC"),
future Quarterly Reports on Form 10-Q and the company's quarterly
press releases which are available to shareholders and filed with
the SEC on Form 8-K.
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