SeaSpine Holdings Corporation (NASDAQ: SPNE), a global medical technology company focused on surgical solutions for the treatment of spinal disorders, announced today that it has entered into an agreement to acquire all of the issued and outstanding shares of 7D Surgical, Inc., a privately-held, Toronto-based company, in a cash and stock deal valued at $110 million, subject to customary adjustments. In February 2020, SeaSpine announced that it had entered into a strategic alliance agreement to distribute 7D Surgical’s flagship navigational system founded on its machine-vision, image-guided surgery platform.
7D Surgical, a pioneer in the image-guided surgery market, has developed and commercialized advanced machine-vision-based registration algorithms to improve surgical workflow and patient care, currently with applications in spine and cranial surgeries. Its flagship system, founded on its machine-vision, image-guided surgery platform, reduces radiation exposure by eliminating intra-operative CT (computed tomography) and fluoroscopy for purposes of registration, both of which commonly are used for patient registration with traditional navigational systems. Notably, the 7D system is able to complete the entire patient registration process in less than 30 seconds, compared to 30 minutes typical with traditional systems.
Keith C. Valentine, SeaSpine President and Chief Executive Officer, said: “This combination of our innovative cultures will allow us to expand and stretch our clinical value by fully encompassing the patient experience from the onset of surgical planning through the end of treatment and recovery. We believe that participation in the patient’s complete continuum of care, coupled with an industry leading safety profile for the surgeon, the surgical support team, and the patient, will accelerate our market-share taking strategy. As we know, surgeons can reach their occupational limit of radiation in as little as 10 years. We believe the 7D platform, combined with our now-comprehensive spinal implant and orthobiologics portfolios, will lead the way in advancing spine surgery, while making everyone safer in the surgical environment.”
Beau Standish, 7D Surgical Chief Executive Officer, said: “We partnered with SeaSpine in early 2020 because of a shared commitment to constant innovation, and we already have seen the benefits of our collective efforts to align SeaSpine’s spinal implants and orthobiologics products more closely with our technology platform and our surgeon-centric focus on improving surgical workflows. I believe this transaction greatly expands our commercial reach by providing healthcare providers with a complete surgical solution and capital-efficient means of acquiring a 7D system, and we are thrilled to be a part of SeaSpine’s innovative approach to improving patient outcomes.”
John Bostjancic, SeaSpine Senior Vice President, Chief Financial Officer, said: “Once closed, the transaction is expected to contribute to revenue through the addition of the 7D customer base, as well as the opportunity to place additional systems on a capital-efficient basis by allowing hospitals to acquire them over time through the purchase of SeaSpine’s spinal implants and orthobiologics. We believe 7D provides an opportunity to gain access to new accounts and increase our presence in existing accounts, both by having access to this novel technology and our ability to place systems at little or no upfront cost to the hospital through SeaSpine product earn-outs. The transaction also increases our flexibility with respect to hospital purchase commitments. We expect the acquisition to be immediately accretive to revenue and revenue growth.”
The transaction will be effected by way of an arrangement under the Business Corporations Act (Ontario). 7D Surgical shareholders will receive an aggregate of 4,289,848 shares of SeaSpine stock, equivalent to $82.5 million based on the volume-weighted price between March 8, 2021 and March 19, 2021, and an aggregate of $27.5 million in cash. After giving effect to the transaction, 7D shareholders will hold approximately 13% of issued and outstanding SeaSpine shares (based on shares outstanding as of March 19, 2021). SeaSpine expects to finance the cash portion of the acquisition consideration from the more than $88 million of cash currently on-hand, which includes $20 million of recent borrowings under its $30 million credit facility.
The transaction is subject to, among other things, the approval of 7D shareholders at a special meeting expected to be convened by 7D, receipt of required regulatory and court approvals and other customary closing conditions. SeaSpine shareholder approval is not required. Additional details of the transaction will be provided to 7D shareholders in an information circular to be delivered in connection with the special meeting. It is currently anticipated that, subject to receipt of all regulatory, court, shareholder and other approvals, the transaction will be completed in the second quarter of 2021.
The transaction was unanimously approved by the board of directors of each of SeaSpine and 7D Surgical.