RTI Biologics® Announces Agreement to Acquire Pioneer® Surgical Technology
*Acquisition creates a global surgical implant company positioned for
growth in orthopedics and biologics
*Compelling strategic fit with expanded distribution network and portfolio
*Financing includes existing cash, a new credit facility and a convertible
preferred equity investment from Water Street Healthcare Partners
*RTI Biologics to host conference call and webcast today at 8:30 a.m. EDT
ALACHUA, Fla. -- June 12, 2013
RTI Biologics Inc. (RTI) (Nasdaq: RTIX), a leading provider of orthopedic and
other biologic implants, announced today its intent to acquire privately held
Pioneer® Surgical Technology (Pioneer), headquartered in Marquette, Mich.
Pioneer is a leading medical technology company that manufactures and
distributes metal and synthetic products in the orthopedics, biologics, spine,
trauma and cardiothoracic markets. The acquisition of Pioneer supports RTI's
strategic initiatives to expand its current implant portfolio into metals and
synthetics and to grow direct distribution.
“The combination of RTI and Pioneer is an exciting opportunity for both
companies and their employees," said Brian K. Hutchison, RTI president and
chief executive officer. "This acquisition is strongly aligned with RTI's long
term strategic plan, accelerating new growth opportunities and gross margin
expansion. Pioneer has built a strong distribution network for their implants,
which will be beneficial when we launch our map3™ cellular allogeneic bone
graft later this year. This acquisition will bring immediate scale, allowing
us to reach our strategic goals and take advantage of growth opportunities
more quickly than either company could do independently."
“We believe the combination of Pioneer and RTI will be a catalyst for
continued growth,” said Daniel Webber, Pioneer’s president and chief executive
officer. “The combined company will have a broad portfolio of complementary
surgical implants benefiting patients, surgeons and hospitals, as well as
advancing the positive momentum we have built at Pioneer. Additionally, RTI’s
culture of innovation is a great fit with that of our own employees.”
Under the terms of the merger agreement, RTI will pay $130 million in cash to
acquire all the outstanding stock of Pioneer. The transaction will be funded
through a combination of cash on hand, a new credit facility and a concurrent
private placement of convertible preferred equity from Water Street Healthcare
RTI has received a commitment from TD Bank, N.A., TD Securities “USA” LLC and
Regions Bank for a 5-year, $80 million senior secured facility, which includes
a $60 million term loan and a $20 million revolving credit facility.
Additionally, RTI has agreed to a $50 million private placement of convertible
preferred equity with Water Street, a leading healthcare-focused private
equity firm with extensive operating experience and industry knowledge. Water
Street has a strong track record of leading transformational acquisitions that
have created market-leading healthcare companies of greater long-term value.
“We are pleased to work with RTI to complete this acquisition and accelerate
the company’s strategic plan for growth,” said Curt Selquist, an operating
partner with Water Street who has more than 35 years of healthcare experience.
“We look forward to contributing our team’s years of experience in the medical
products sector and our network of industry relationships to support RTI with
continuing to build on its strong foundation.”
The convertible preferred stock will be convertible into shares of RTI common
stock, subject to the satisfaction of certain conditions. The convertible
preferred stock will also accrue dividends at a rate of 6 percent per year,
subject to adjustment under specified conditions.
To formalize access to the industry experience of Water Street, RTI has agreed
to appoint two directors designated by Water Street to the company’s board of
directors, effective at the closing of the transaction.
After the merger transaction is complete, Brian Hutchison, RTI president and
chief executive officer, and Robert Jordheim, RTI executive vice president and
chief financial officer, will continue to serve in their respective roles. The
combined company will be headquartered in Alachua, Fla.
RTI’s acquisition of Pioneer is strongly aligned with its long-term strategic
plan and pushes the company further toward its goals. The transaction will
enhance RTI’s existing core competency in biologics processing with the
addition of Pioneer’s core competency in metals and synthetics. Strategic
rationale behind the acquisition includes the following benefits:
*Diversification of Implant Portfolio
RTI will have a more diversified business through the addition of metal and
synthetic devices, including a next generation synthetic biologics platform,
while maintaining the company's industry-leading natural biologics implant
portfolio. The combined implant portfolio will include allograft and xenograft
implants as well as a broad portfolio of metal and synthetic implants for
orthopedic, spine, trauma and cardiothoracic applications.
*Expansion of Direct Distribution
The addition of Pioneer’s U.S. distribution organization to RTI’s existing
structure presents meaningful opportunities for cross distribution.
Furthermore, the acquisition adds important distribution capability to support
the launch of the map3 cellular allogeneic bone graft.
*Enhances Current International Business
The combination of Pioneer's international distribution network paired with
RTI's existing network will allow the company to enhance its international
reach and provide a platform for new growth opportunities.
*Improved Margin Profile and Revenue Growth Opportunities
The acquisition benefits the company financially by raising RTI’s organic
growth rate and providing revenue growth opportunities from distribution of
the combined portfolio across multiple channels. The addition of Pioneer’s
medical devices will improve RTI’s current gross margin profile.
Approvals and Transaction Close
The merger agreement has been approved by both companies’ boards of directors.
The merger is subject to customary closing conditions and regulatory
approvals. The transaction is expected to close in the third quarter of 2013.
In connection with the transaction, Stephens Inc. is acting as a financial
advisor to RTI Biologics and Norton Rose Fulbright is legal counsel. UBS
Investment Bank is acting as a financial advisor to Pioneer and Varnum LLP is
acting as legal counsel.
RTI Biologics will host a conference call and simultaneous webcast today,
Wednesday, June 12, 2013 beginning at 8:30 a.m. EDT to discuss the Pioneer
transaction. The conference call can be accessed by dialing (877) 383-7419.
The webcast can be accessed through the investor section of RTI’s website at
www.rtix.com. A replay of the webcast will be available on RTI’s website
About RTI Biologics Inc.
RTI Biologics Inc. is a leading provider of sterile biologic implants for
surgeries around the world with a commitment to advancing science, safety and
innovation. RTI prepares human donated tissue and animal tissue for
transplantation through extensive testing and screening, precision shaping and
using proprietary, validated processes. These allograft and xenograft implants
are used in orthopedic, dental and other specialty surgeries.
RTI’s innovations continuously raise the bar of science and safety for
biologics – from being the first company to offer precision-tooled bone
implants and assembled technology to maximize each gift of donation, to
inventing validated sterilization processes that include viral inactivation
steps. These processes — BioCleanse®, Tutoplast® and Cancelle™ SP DBM — have a
combined record of more than five million implants sterilized with zero
incidence of implant-associated infection. These processes have been validated
by tissue type to inactivate or remove viruses, bacteria, fungi and spores
from the tissue while maintaining biocompatibility and functionality.
RTI’s worldwide corporate headquarters are located in Alachua, Fla., with
international locations in Germany and France. The company is accredited by
the American Association of Tissue Banks in the United States and is a member
About Pioneer® Surgical Technology Inc.
Pioneer Surgical Technology Inc. was founded in Marquette, Mich. in 1992.
Since that time, Pioneer Surgical has developed successful products in the
spine, biologics, orthopedics, and cardiothoracic markets. Pioneer has several
facilities throughout the U.S. and in Houten, The Netherlands. The company
employs approximately 300 people worldwide. Pioneer’s state-of-the-art
manufacturing capabilities differentiate it from others in the marketplace.
This vertically-integrated structure greatly enhances Pioneer’s ability to
take an idea from the drawing board to commercialization. Pioneer demonstrates
its commitment to surgical innovation by designing and delivering products
that provide intraoperative efficiency for surgeons, cost-effectiveness for
the healthcare system and better outcomes for patients. For more information
on Pioneer and its products visitwww.pioneersurgical.com.
Forward Looking Statements
This communication contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These forward-looking
statements are based on management’s current expectations, estimates and
projections about our industry, our management’s beliefs and certain
assumptions made by our management. Words such as “anticipates,” “expects,”
“intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words
and similar expressions are intended to identify such forward-looking
statements. In addition, except for historical information, any statements
made in this communication about growth rates, new product introductions,
future operational improvements and results or regulatory actions or approvals
or changes to agreements with distributors also are forward-looking
statements. These statements are not guarantees of future performance and are
subject to risks and uncertainties, including the risks described in public
filings with the U.S. Securities and Exchange Commission (SEC). In addition,
these statements are subject to risks associated with the Pioneer’s financial
condition, business and operations and the integration of Pioneer’s business
with ours. Our actual results may differ materially from the anticipated
results reflected in these forward-looking statements. Copies of the company’s
SEC filings may be obtained by contacting the company or the SEC or by
visiting RTI’s website at www.rtix.com or the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of, these securities in any
state or other jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the securities laws
of any such state or jurisdiction.
RTI Biologics, Inc.
Robert Jordheim, 386-418-8888
EVP and Chief Financial Officer
RTI Biologics, Inc.
Wendy Crites Wacker, APR, 386-418-8888
Executive Director, Global Corporate and Marketing Communications
Pioneer Surgical Technology
Fred Taccolini, 906-225-5650
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