This record is sourced from the joint press release furnished as Exhibit 99.1 to Orthofix's Form 8-K filed October 11, 2022, with the transaction's advisor roles further corroborated by a December 27, 2022 Form 8-K supplemental merger-proxy disclosure that discusses "the range of perpetuity growth rates and discount rates" estimated by Perella Weinberg in its fairness analysis. At announcement, both boards had unanimously approved the deal, which remained subject to shareholder votes and closing conditions.
Perella Weinberg Partners LP served as financial advisor to Orthofix, the nominal acquirer/surviving-structure side, per the release's statement that "Perella Weinberg Partners LP is serving as financial advisor to Orthofix, and Hogan Lovells US LLP is serving as its legal counsel." Piper Sandler & Co. served as financial advisor to SeaSpine, the target side, with the release noting "Piper Sandler & Co. is serving as financial advisor to SeaSpine, and DLA Piper LLP is serving as its legal counsel." Neither advisor was described as a joint or co-lead, since each company retained a single financial advisor.
On the legal side, Hogan Lovells US LLP represented Orthofix and DLA Piper LLP represented SeaSpine.
Under the deal's terms, SeaSpine shareholders were to receive 0.4163 shares of Orthofix common stock for each SeaSpine share, leaving Orthofix shareholders with approximately 56.5% of the combined company and SeaSpine shareholders with approximately 43.5%, on a fully diluted basis; no cash consideration was involved. The transaction was expected to close in the first quarter of 2023, subject to both companies' shareholder approvals, customary closing conditions and regulatory clearance.
Not disclosed in the sourced documents is a specific enterprise or equity valuation figure for either standalone company (only the pro forma combined revenue figure of approximately $693 million is given), and the filings do not specify an exact closing date beyond "first quarter of 2023."