MEMPHIS, TN. – Wright Medical Group, Inc. announced it has acquired Solana Surgical, LLC (Solana) and entered into a definitive agreement to acquire OrthoPro, LLC (OrthoPro), both privately held high growth extremity companies. The transactions add complementary extremity product portfolios to further accelerate growth opportunities in Wright’s global Extremities business. The transaction with OrthoPro is expected to close in February 2014. In addition, voting agreements have been executed with members of OrthoPro holding greater than the required number of membership interests needed to approve the transaction.
“This combination will provide the opportunity for further expansion of OrthoPro’s innovative products to support market growth and procedure penetration worldwide. We look forward to advancing our foot and ankle business with the recognized leader in the foot and ankle market.”
Under the terms of the agreement with Solana, Wright acquired 100% of Solana’s outstanding equity on a fully diluted basis for total consideration, net of acquired cash, of $90 million, consisting of approximately $47.6 million in cash and approximately $42.4 million of Wright common stock.
Under the terms of the agreement with OrthoPro, Wright will acquire 100% of OrthoPro’s outstanding equity on a fully diluted basis at a total price of up to $36 million in cash as follows: $32.5 million paid at closing and up to an additional $3.5 million in cash contingent upon achievement of certain revenue-based milestones.
Robert Palmisano, president and chief executive officer of Wright, commented, “The acquisitions of Solana and OrthoPro are excellent fits for our Extremities business, enabling us to add a base of fast-growing extremity revenue that we can effectively grow on a go-forward basis. Both of these transactions meet our criteria of being accretive to revenue growth and adjusted EBITDA. In addition, products from both companies will complement our existing foot and ankle portfolio and include several specialized products that expand our extremities product offering. Both companies have a reputation for leading innovation, and we anticipate that their products will help expand Wright’s position as the definitive technology leader in the foot and ankle market.”
Alan Taylor, chief executive officer of Solana, added, “We are delighted to partner with a company that shares Solana’s commitment to building a high-growth Extremities business. We believe that Wright Medical, with its global leadership position in the foot and ankle market and expertise in medical education and product development, is the ideal partner to accelerate our growth and realize the full potential of Solana’s products around the world. We look forward to an exciting future and the continued success of our business as part of Wright Medical.”
Dustin Leavitt, chief executive officer of OrthoPro, commented, “This combination will provide the opportunity for further expansion of OrthoPro’s innovative products to support market growth and procedure penetration worldwide. We look forward to advancing our foot and ankle business with the recognized leader in the foot and ankle market.”
Although Wright has not yet finalized the purchase price allocation and fair value assessment of the contingent consideration, and thus cannot yet assess the exact impact on its future GAAP earnings, Wright anticipates that both transactions will be accretive to adjusted EBITDA in 2014. Wright will provide additional information on the financial impact of this transaction on its fourth quarter 2013 earnings call, which is scheduled for February 24, 2014.
For more information on this transaction, please refer to the investor presentation that is available in the Investor Relations section of Wright’s website at www.wmt.com.