The $5.85 per-share price represented a 17% premium to Nevro's February 5, 2025 closing price, a 27% premium to Nevro's 90-day volume-weighted average price of $4.61, and a 38% premium to its 30-day VWAP of $4.23, according to the companies' joint press release. Dan Scavilla, President and CEO of Globus Medical, said the transaction "furthers our mission to become the preeminent musculoskeletal technology company in the world by enabling us to expand into new markets for future growth, while gaining access to world-class, differentiated technologies that can provide significant benefit in neuromodulation, enabling technologies, and future implant solutions," adding that Globus's "scale and operational discipline will allow us to optimize Nevro's financial performance to drive enhanced profitability." Nevro CEO and President Kevin Thornal said the company was "thrilled to join Globus Medical as this will allow us to reach more patients globally with clinically proven, innovative products," citing access to "Globus Medical's capabilities, global infrastructure and other resources." The April 3, 2025 closing press release separately noted the acquisition "unlocks a $2 billion market opportunity" in neuromodulation.
Nevro's board ran a broad sale process before agreeing to the deal, as described in the "Background of the Merger" section of Nevro's definitive merger proxy (DEFM14A, filed March 10, 2025). After publicly announcing a strategic review in August 2024, BofA Securities contacted 40 potential counterparties (strategic acquirers and financial sponsors); nine signed confidentiality agreements and eight participated in management presentations, referred to in the proxy as Parties A through G. All of the other named bidders ultimately declined to submit a bid or were deemed uncompetitive: a potential merger-of-equals partner (Party B), a large strategic medical device company (Party A), and four financial sponsors (Parties C, D, E and F) all withdrew between September and October 2024, and a later-contacted financial sponsor (Party G) could not provide a competitive proposal versus Globus. Globus's initial non-binding indication of interest, submitted December 4, 2024, offered $200 million in aggregate consideration (about $5.33 per share); Nevro's board rejected this as undervaluing the company. A revised Globus proposal on December 13, 2024 raised the aggregate value to $250 million, and the parties signed a letter of intent on December 20, 2024 before finalizing the $5.85 per-share Merger Agreement on February 6, 2025.
BofA Securities, Nevro's financial advisor, delivered a fairness opinion dated February 5, 2025 concluding the merger consideration was fair to Nevro shareholders from a financial point of view, as disclosed in the DEFM14A. BofA Securities' selected publicly traded companies analysis (versus Avanos Medical, Orthofix Medical, Treace Medical Concepts, AngioDynamics and Inogen) applied an EV/2025E Revenue multiple range of 0.46x to 1.23x, implying a per-share equity value range of $5.35 to $12.85, versus the $5.85 deal price and Nevro's $5.13 pre-announcement closing price. A separate historical-average EV/NTM Revenue analysis applied a 0.44x to 0.80x multiple range, implying $5.15 to $8.65 per share. A discounted cash flow analysis, using Nevro management's unaudited projections (revenue growing from $421 million in 2025 to $719 million in 2033, with Adjusted EBITDA turning positive in 2028), applied discount rates of 12.00% to 14.75% and a 2.0%-3.0% perpetuity growth rate, implying $4.65 to $8.00 per share. BofA Securities also cited a 52-week trading range of $3.29 to $17.62 and analyst price targets implying a present value of $3.50 to $6.15 per share.
On the financing side, Globus disclosed in its February 6, 2025 press release that it expects the Nevro acquisition to be accretive to its earnings in the second year of operation; on a standalone basis Globus had reaffirmed 2025 guidance of $2.66-$2.69 billion in net sales and $3.40-$3.50 non-GAAP EPS, while pro forma for the transaction (assuming a late-second-quarter 2025 close) it guided to $2.80-$2.90 billion in net sales and $3.10-$3.40 non-GAAP EPS, implying near-term dilution ahead of the anticipated year-two accretion. The merger agreement required Nevro, substantially concurrent with closing, to prepay in full its existing credit facility (dated November 30, 2023, with Wilmington Trust as administrative agent) and separately addressed treatment of Nevro's convertible notes, which became convertible into the cash merger consideration as reference property, and a warrant held by Braidwell Transaction Holdings LLC - Series 4, which was cashed out based on its Black-Scholes value. No new financing or pro forma ownership split is disclosed, consistent with this being a cash (not stock) acquisition.
The merger agreement set a termination date of August 6, 2025, extendable to October 6, 2025 under specified conditions. Nevro was required to pay Globus a $15 million termination fee in certain circumstances, including termination to accept a superior proposal, and a separate $10 million fee if Nevro's stockholders voted down the merger; Globus was required to pay Nevro $15 million if Globus breached its obligations in a way that would prevent or materially delay closing. Closing was conditioned on Nevro stockholder approval, HSR Act clearance, and customary representations, warranties and absence of a material adverse effect.
Nevro held a special stockholder meeting on April 2, 2025, at which 75.9% of outstanding shares were represented; the merger proposal was approved with 28,350,441 votes for versus 684,453 against and 90,808 abstentions, as reported in Nevro's Form 8-K (Item 5.07) filed April 2, 2025. A related non-binding advisory "golden parachute" compensation proposal did not receive the requisite vote and was not approved. The transaction closed the next day, April 3, 2025, with Palmer Merger Sub, Inc. merging into Nevro, which became a wholly owned subsidiary of Globus Medical; Nevro common stock ceased trading on the NYSE before market open that day. Each outstanding Nevro stock option was cancelled without consideration, each Nevro RSU award was converted into the right to receive cash equal to the merger consideration, and each Nevro performance-based RSU award was cashed out assuming the greater of target or actual performance. This status update (closed April 3, 2025) supersedes the "pending-regulatory" status previously on file; the deal is complete.
Globus Medical's financial advisor was Morgan Stanley & Co. LLC and its legal advisor was Wyrick Robbins Yates & Ponton LLP. Nevro's financial advisor was BofA Securities, Inc. and its legal advisor was Latham & Watkins LLP, each confirmed in both the February 6, 2025 announcement press release and the April 3, 2025 closing press release.