M&A - GLOBUS MEDICAL INC

Form Type: 8-K

Filing Date: 2025-04-03

Corporate Action: Merger

Type: New

Accession Number: 000119312525071923

Filing Summary: On April 3, 2025, Globus Medical, Inc. completed the merger with Nevro Corp., with Nevro becoming a wholly owned subsidiary of Globus. This merger was executed according to the Agreement and Plan of Merger dated February 6, 2025. As per the merger agreement, each outstanding share of Nevro's common stock, except for those owned by Globus or its subsidiaries, was canceled and converted into a right to receive $5.85 in cash per share. Additionally, Nevro's stock options and restricted stock units were canceled without consideration, while performance-based restricted stock units were converted into cash based on performance goals. A press release announcing the merger's completion was also issued on the same date, although it is not considered filed under the Securities Exchange Act nor incorporated into any future filings.

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Form Type: 10-K

Filing Date: 2025-02-20

Corporate Action: Merger

Type: Update

Accession Number: 000156276225000026

Filing Summary: On February 20, 2025, Globus Medical, Inc. filed its annual report on Form 10-K. Notably, the document details the significant acquisition of NuVasive, Inc. completed on September 1, 2023, where Globus Medical merged with NuVasive, allowing each NuVasive share to be exchanged for 0.75 shares of Globus Medical's Class A common stock. This merger aims to enhance market positioning and expand product offerings in the musculoskeletal solutions sector. The report includes insights into the company’s product categories, an overview of market dynamics, including the percentage of international sales, and the operational performance post-merger. The report emphasizes the company's commitment to innovation in medical devices, with 18 product launches in 2024 and a continuing focus on improving patient care through effective surgical solutions. The fiscal year ended on December 31, 2024, and included discussions surrounding risk factors inherent in the business environment, integration challenges, and strategic growth opportunities within the healthcare sector.

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Form Type: 8-K

Filing Date: 2025-02-06

Corporate Action: Merger

Type: New

Accession Number: 000119312525021848

Filing Summary: On February 6, 2025, Globus Medical, Inc. entered into an Agreement and Plan of Merger with Nevro Corp. and its wholly owned subsidiary, Palmer Merger Sub, Inc. The agreement stipulates that Merger Sub will merge with Nevro, resulting in Nevro becoming a wholly owned subsidiary of Globus Medical. Each share of Nevro's common stock will be converted into cash worth $5.85 per share at the effective time of the merger. The conditions for the merger include shareholder approval from Nevro, compliance with applicable laws, and the expiration of the waiting period under antitrust regulations. The agreement includes customary warranties, covenants, and pre-closing obligations. Specific termination clauses and fees, including $15 million and $10 million penalties for breaches by either party, are outlined. A joint press release was issued by Globus Medical and Nevro simultaneously with the signing of the merger agreement, and a Voting and Support Agreement was also executed to ensure support for the merger from Nevro's directors and executives.

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