February 14, 2018 – BALMA, France–(BUSINESS WIRE)–Regulatory News:
Stryker Corporation (NYSE:SYK) announced that it has crossed the 95% thresholds in VEXIM (Paris:ALVXM) (FR0011072602 – ALVXM) and intends to file a proposed public buy-out offer followed by a squeeze-out for the outstanding shares of VEXIM, in accordance with French tender offer laws and regulations.
After the acquisition of 92.19% of the share capital and 91.56% of the voting rights of VEXIM following a simplified public tender offer opened from November 16, 2017 to December 6, 2017, Stryker acquired 300,016 additional shares on the market (at a maximum price of EUR 20, i.e., the price paid in the simplified public tender offer) and crossed upwards the 95% thresholds in share capital and voting rights of VEXIM. Stryker now holds indirectly, through its French subsidiary Stryker France MM Holdings SAS, 8,716,415 shares and voting rights of VEXIM, representing 95.48% of the share capital and at least 95.14% of the voting rights.
As a result, Stryker intends to file, within the coming weeks, a proposed public buy-out offer for all the outstanding shares it does not own for a price per share of EUR 20, which will be followed automatically by a squeeze-out of all the remaining non-tendered shares. The public buy-out offer followed by a squeeze-out will be subject to the clearance decision of the French stock market authority (the “AMF”).
In accordance with Article 261-1, I and II of the general regulation of the AMF, the board of directors of VEXIM will appoint an independent expert to issue a report regarding the fairness of the financial conditions of the proposed public buy-out offer followed by a squeeze-out.
The squeeze-out is expected to occur during Q2 2018.
The suspension of trading of VEXIM shares will be maintained until the filing of the proposed offer.
About VEXIM, the innovative back microsurgery specialist
Based in Balma, near Toulouse (France), VEXIM is a medical device company created in February 2006. The Company has specialized in the creation and marketing of minimally invasive solutions for treating traumatic spinal pathologies. VEXIM has designed and developed the SpineJack®, a unique implant capable of repairing a fractured vertebra and restoring the balance of the spinal column, and the MasterflowTM, an innovative solution for mixing and injecting orthopedic cement that enhances the accuracy of the injection and optimizes the overall surgical procedure. The company counts 61 employees, including its own sales teams in Europe and a network of international distributors. VEXIM has been listed on Euronext Growth Paris since May 2012. Following the simplified tender offer carried out in December 2017, the global leader in medical technology, Stryker, held 92,19% of VEXIM’s capital at the end of year 2017. For further information, please visit www.vexim.com
SpineJack®1, an innovative implant for treating Vertebral Compression Fractures
The SpineJack® is designed to restore a fractured vertebra to its original shape, restore the spinal column’s optimal anatomy and thus remove pain and enable the patient to recover their functional capabilities. Thanks to a specialized range of instruments, inserting the implants into the vertebra is carried out by minimally invasive surgery, guided by X-ray, in approximately 30 minutes, which is intended to enable the patient to be discharged shortly after surgery. The SpineJack® range consists of 3 titanium implants with 3 different diameters, thus covering 95% of vertebral compression fractures and all patient morphologies. SpineJack® technology benefits from the support of international scientific experts in the field of spine surgery and worldwide patent protection through to 2029.
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 innovative products and services in Orthopaedics, Medical and Surgical, and Neurotechnology and Spine that help improve patient and hospital outcomes. More information is available at www.stryker.com.
Nom : VEXIM
Code ISIN : FR0011072602
Code mnémonique : ALVXM
1 This medical device is a regulated health product that, with regard to these regulations, bears the CE mark. Please refer to the Instructions for Use.
José Da Gloria
Chief Financial Officer
Tél. : +33 5 61 48 48 38
Caroline Carmagnol / Wendy Rigal
Tél. : +33 1 44 54 36 66
Tél. : +33 6 48 82 18 94