M&A - NEVRO CORP

Form Type: 8-K

Filing Date: 2025-04-03

Corporate Action: Merger

Type: New

Accession Number: 000119312525071904

Filing Summary: On April 3, 2025, Nevro Corp. completed a merger with Palmer Merger Sub, Inc., a wholly owned subsidiary of Globus Medical, Inc. Nevro became a wholly owned subsidiary of Globus. Each issued share of Nevro's common stock was converted into $5.85 in cash. Outstanding Nevro stock options and restricted stock units were canceled without consideration, while other awards were converted into cash based on the merger consideration. Nevro also terminated its Credit Agreement associated with a $200 million loan facility, repaying approximately $227.1 million in full. The merger led to a change of control in Nevro, and trading of Nevro shares was halted on the NYSE with a request for delisting following the completion of the merger. Director and officer positions were also changed as a result of the merger, with former directors resigning and new individuals appointed from Merger Sub. Nevro's articles of incorporation and bylaws were amended and restated as part of the merger process.

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Form Type: POS AM

Filing Date: 2025-04-03

Corporate Action: Merger

Type: Update

Accession Number: 000119312525071913

Filing Summary: On April 3, 2025, Nevro Corp. was merged with and into Palmer Merger Sub, Inc., a wholly owned subsidiary of Globus Medical, Inc., pursuant to an Agreement and Plan of Merger dated February 6, 2025. This merger triggered the termination of the offering pursuant to Registration Statement No. 333-276306 and led to the removal from registration of all unsold or otherwise unissued securities under this registration statement. The detailed terms and conditions of the merger agreement are outlined in Exhibit 2.1 of the Current Report on Form 8-K filed by Nevro Corp. on February 6, 2025.

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Form Type: S-8 POS

Filing Date: 2025-04-03

Corporate Action: Merger

Type: Update

Accession Number: 000119312525071917

Filing Summary: On April 3, 2025, Nevro Corp. filed a Post-Effective Amendment to its Form S-8 Registration Statements in relation to its merger with Globus Medical, Inc. This amendment serves to deregister any shares of common stock that remain unissued under several previous registration statements following the merger, which was formalized under an Agreement and Plan of Merger dated February 6, 2025. Multiple Registration Statements are referenced, detailing various shares previously registered for several employee and incentive plans. The company's filing confirms the termination of all securities offerings pursuant to these Registration Statements due to the completion of the merger.

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Form Type: S-8 POS

Filing Date: 2025-04-03

Corporate Action: Merger

Type: Update

Accession Number: 000119312525071924

Filing Summary: On April 3, 2025, Nevro Corp. executed a merger as per the Agreement and Plan of Merger dated February 6, 2025, involving Globus Medical, Inc. and its wholly owned subsidiary, Palmer Merger Sub, Inc. Following this merger, Nevro Corp. has terminated all offerings of its securities that were registered but unsold or unissued under previous registration statements. This document serves as a post-effective amendment to deregister any and all shares of common stock previously registered but unissued as of the merger date, impacting multiple registration statements filed since 2014. The registration statements affected include those filed under various equity and employee stock purchase plans, collectively representing several million shares of Nevro's common stock.

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Form Type: S-8 POS

Filing Date: 2025-04-03

Corporate Action: Merger

Type: Update

Accession Number: 000119312525071926

Filing Summary: On April 3, 2025, Nevro Corp. filed a Post-Effective Amendment to its Form S-8 Registration Statement. This filing follows a merger agreement dated February 6, 2025, which resulted in Nevro Corp. merging with Globus Medical, Inc.’s wholly owned subsidiary, Palmer Merger Sub, Inc. Following the merger, Nevro Corp. has terminated all offerings of its securities that were registered but unsold or unissued. The document details the deregistration of shares under several previous registration statements that were filed with the SEC. This action indicates the significant corporate change and the conclusion of Nevro's previously registered securities offerings.

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Form Type: S-8 POS

Filing Date: 2025-04-03

Corporate Action: Merger

Type: Update

Accession Number: 000119312525071927

Filing Summary: On April 3, 2025, NEVRO CORP. filed a post-effective amendment to Form S-8 to deregister shares of common stock that were previously registered but unsold or unissued as part of several prior registration statements. This was in connection with a merger agreement dated February 6, 2025, between NEVRO CORP., Globus Medical, Inc., and Palmer Merger Sub, Inc., resulting in Merger Sub merging with NEVRO CORP. Consequently, NEVRO CORP. terminated all offerings of its securities under these registration statements, effectively removing all registered but unsold securities as of the merger date. The detailed records include multiple registration numbers from various years with specified shares linked to different equity incentive plans. This filing certifies compliance with obligations under the Securities Act of 1933.

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Form Type: S-8 POS

Filing Date: 2025-04-03

Corporate Action: Merger

Type: Update

Accession Number: 000119312525071928

Filing Summary: On April 3, 2025, Nevro Corp. executed a merger as per the Agreement and Plan of Merger dated February 6, 2025, involving Globus Medical, Inc. and Palmer Merger Sub, Inc. The merger led to the termination of all offerings of the company's securities under the previously filed Registration Statements. This document serves to deregister all unsold or unissued shares of Nevro's common stock that were registered under the Registration Statements, effectively concluding the registration process as of the merger date.

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Form Type: S-8 POS

Filing Date: 2025-04-03

Corporate Action: Merger

Type: Update

Accession Number: 000119312525071930

Filing Summary: On April 3, 2025, Nevro Corp completed a merger with Globus Medical, Inc., with Palmer Merger Sub, Inc. as the merging entity. This merger led to the termination of any and all offerings of Nevro Corp's securities under previously filed Registration Statements. Following the merger, Nevro Corp has deregistered all previously registered but unissued shares of its common stock as part of the post-effective amendments to the S-8 forms. The merger was executed in accordance with an agreement dated February 6, 2025, and the specific details of the merger and associated transactions are elaborated in the attached Merger Agreement.

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Form Type: S-8 POS

Filing Date: 2025-04-03

Corporate Action: Merger

Type: Update

Accession Number: 000119312525071932

Filing Summary: On April 3, 2025, Nevro Corp. underwent a merger where Palmer Merger Sub, Inc., a wholly owned subsidiary of Globus Medical, Inc., merged with and into Nevro Corp. as per the Merger Agreement dated February 6, 2025. As a result of this merger, Nevro Corp. has terminated any and all securities offerings that were previously registered under various Registration Statements with the SEC. The document details the deregistration of all shares of Nevro Corp.'s common stock that are registered but unsold or unissued under specified Registration Statements, totaling several million shares from various equity plans. This Amendment effectively cancels the effectiveness of these Registration Statements.

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Form Type: S-8 POS

Filing Date: 2025-04-03

Corporate Action: Merger

Type: New

Accession Number: 000119312525071935

Filing Summary: On April 3, 2025, Nevro Corp. executed a merger with Globus Medical, Inc. as part of the Agreement and Plan of Merger dated February 6, 2025. Following the merger, Nevro Corp. terminated all offerings of its securities registered under various previously filed Registration Statements. This includes deregistering shares of common stock that were not sold or issued under these Registration Statements as of the merger date. The Registration Statements involved were filed between November 2014 and August 2024 and covered multiple employment-related incentive plans.

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Form Type: S-8 POS

Filing Date: 2025-04-03

Corporate Action: Merger

Type: Update

Accession Number: 000119312525071936

Filing Summary: On April 3, 2025, Nevro Corp. filed a Post-Effective Amendment to deregister shares of common stock under multiple previous Registration Statements after a merger with Globus Medical, Inc. This merger involved the direct wholly owned subsidiary of Globus Medical, Palmer Merger Sub, Inc., merging with Nevro Corp. as outlined in the Merger Agreement dated February 6, 2025. As a result of this merger, all offerings of Nevro's securities under the prior Registration Statements have been terminated, and the filings of the flushed shares are also terminated. No additional securities remain issued or unsold from those registration statements as of the merger date.

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Form Type: S-8 POS

Filing Date: 2025-04-03

Corporate Action: Merger

Type: Update

Accession Number: 000119312525071942

Filing Summary: On April 3, 2025, Nevro Corp. executed a merger with Globus Medical, Inc. and Palmer Merger Sub, Inc. as part of an Agreement and Plan of Merger dated February 6, 2025. Following the merger, Nevro Corp. has terminated all offerings of its securities as outlined in various previously filed Registration Statements. The document details deregistration of unsold or unissued shares of common stock under these Registration Statements, indicating an effective termination of the Registrant's securities offerings as of the merger date.

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Form Type: S-8 POS

Filing Date: 2025-04-03

Corporate Action: Merger

Type: Update

Accession Number: 000119312525071943

Filing Summary: On April 3, 2025, Nevro Corp. completed a merger with Globus Medical, Inc. and Palmer Merger Sub, Inc. as per the Agreement and Plan of Merger dated February 6, 2025. As a result of this merger, Nevro Corp. has terminated all offerings of its securities pursuant to various previously filed Registration Statements. The merged entity is set to remove from registration any unsold or unissued securities as of the merger date. The merger impacts several former Registration Statements including those related to the 2014 Employee Stock Purchase Plan, Equity Incentive Award Plan, and various others. The details of the merger are further elaborated in Exhibit 2.1 attached to a Current Report on Form 8-K filed on February 6, 2025.

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Form Type: S-8 POS

Filing Date: 2025-04-03

Corporate Action: Merger

Type: Update

Accession Number: 000119312525071946

Filing Summary: On April 3, 2025, Nevro Corp. filed a Post-Effective Amendment to its Form S-8 registration statement to deregister shares of its common stock as a result of a merger. The merger, occurring under the Agreement and Plan of Merger dated February 6, 2025, involved Nevro Corp. merging with Globus Medical, Inc.'s subsidiary. This amendment serves to terminate all offerings of Nevro's securities under previously filed registration statements, effectively removing any unsold or unissued securities from registration as of the merger date. The document includes multiple registration numbers associated with various employee stock plans and indicates the company's status as a large accelerated filer.

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Form Type: S-8 POS

Filing Date: 2025-04-03

Corporate Action: Merger

Type: Update

Accession Number: 000119312525071947

Filing Summary: On April 3, 2025, Nevro Corp. filed a Post-Effective Amendment to Form S-8 to deregister shares of common stock that were registered but unsold or unissued under various Registration Statements. This follows the merger of Nevro Corp. with Globus Medical, Inc. on the same date, per the Agreement and Plan of Merger dated February 6, 2025. Consequently, all securities offerings by Nevro Corp. under the mentioned Registration Statements are terminated. The amendment applies to multiple prior registration statements, affecting various plans including the 2023 Employment Inducement Award Plan and the 2014 Equity Incentive Plan, among others. The filing indicates that all shares that were registered but unissued as of the merger date are to be removed from registration.

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Form Type: 8-K

Filing Date: 2025-04-02

Corporate Action: Merger

Type: New

Accession Number: 000119312525071341

Filing Summary: On April 2, 2025, Nevro Corp. held a virtual special meeting of its stockholders to vote on the Merger Agreement with Globus Medical, Inc. The agreement was approved by the stockholders with 75.9% participation, amounting to 28,350,441 votes in favor and 684,453 against. The meeting included additional proposals regarding executive compensation related to the merger, which did not receive sufficient votes for approval. The document outlines various risks associated with the merger's completion, including regulatory approvals and potential competing offers. Nevro disclaimed any obligations to update its forward-looking statements unless legally required.

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Form Type: DEFA14A

Filing Date: 2025-03-24

Corporate Action: Merger

Type: Update

Accession Number: 000119312525060933

Filing Summary: Nevro Corp. filed a Supplement to its Definitive Proxy Statement on Schedule 14A, previously filed on March 10, 2025, regarding its impending merger with Globus Medical, Inc. and Palmer Merger Sub, Inc., set to take place on April 2, 2025. The merger will result in Nevro becoming a wholly owned subsidiary of Globus. Nevro is currently facing two lawsuits concerning the merger, alleging omission of material information in the proxy statement, which could halt the merger unless addressed. The company has received several letters from purported stockholders indicating similar concerns. Despite these allegations, Nevro maintains that the claims are without merit and intends to defend against them vigorously. The Supplement aims to provide additional disclosures to mitigate litigation risks without admitting liability. The merger's background includes a review of a proposal made by Globus on December 4, 2024, to acquire Nevro, which Nevro's Board considered to undervalue the company.

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Form Type: DEFM14A

Filing Date: 2025-03-10

Corporate Action: Merger

Type: New

Accession Number: 000119312525050445

Filing Summary: Nevro Corp. is proposing a merger with Globus Medical, Inc., where Nevro will become a wholly owned subsidiary of Globus. The special meeting of stockholders to vote on the merger proposal is scheduled for April 2, 2025. Nevro stockholders will vote on whether to adopt the merger agreement dated February 6, 2025. Approval requires a majority vote, while the board unanimously recommends that stockholders vote in favor of the proposal. If the merger is finalized, stockholders will receive $5.85 per share in cash, which represents a 13.8% premium over the last trading price prior to board approval. The meeting will also address advisory compensation for executives related to the merger and the possibility of adjourning the meeting to gather more proxies if needed. Stockholders as of the record date, March 7, 2025, are eligible to vote.

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Form Type: PREM14A

Filing Date: 2025-02-21

Corporate Action: Merger

Type: New

Accession Number: 000119312525032077

Filing Summary: Nevro Corp. entered into an Agreement and Plan of Merger with Globus Medical, Inc. and Palmer Merger Sub Inc. The Merger is set to make Nevro a wholly owned subsidiary of Globus. A special meeting for stockholders is planned to discuss and vote on the Merger Agreement, which requires a majority approval from shareholders. The Merger Consideration will be $5.85 per share, reflecting a premium over previous trading prices. Additional proposals include an advisory vote on executive compensation related to the Merger and a potential adjournment of the meeting if necessary. The Board of Directors unanimously recommends that stockholders vote in favor of these proposals. If approved, Nevro's shares will be delisted and deregistered after the Merger.

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Form Type: DEFA14A

Filing Date: 2025-02-20

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525030823

Filing Summary: On February 6, 2025, Nevro Corp. and Globus Medical announced a definitive agreement for Globus Medical to acquire Nevro. The transaction is expected to close in the second quarter of 2025, creating a combined medical technology leader with approximately $3 billion in annual sales across over 60 countries. Both Nevro and Globus Medical share a commitment to improving the quality of life for patients suffering from chronic pain. Nevro has prospered in Italy for over 13 years through its partnership with Theras Lifetech, which distributes Nevro’s spinal cord stimulation therapy. Key executives, including Sophie Halliwell of Nevro and Federico Ferrari of Theras, expressed optimism about the merger enhancing capabilities and accelerating product development. Despite the pending acquisition, Nevro will continue its operations independently until the transaction is finalized. Nevro highlighted the potential risks involved in the acquisition, including regulatory approvals and shareholder consent.

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Form Type: 8-K

Filing Date: 2025-02-06

Corporate Action: Merger

Type: New

Accession Number: 000119312525021775

Filing Summary: On February 6, 2025, Nevro Corp. entered into an Agreement and Plan of Merger with Globus Medical, Inc., and Palmer Merger Sub, Inc. According to the agreement, Palmer Merger Sub will merge with Nevro, with Nevro surviving as a wholly owned subsidiary of Globus Medical. For each share of Nevro common stock, stockholders will receive $5.85 in cash, subject to certain conditions. The agreement includes provisions for the cancellation of outstanding stock options and restricted stock units, converting them into cash equivalent to their shares multiplied by the merger consideration. The Board of Directors of Nevro unanimously found the merger to be in the best interest of stockholders and intends to submit the merger agreement for adoption at a special stockholder meeting. The merger is conditional on stockholder approval and is expected to close by August 6, 2025. Provisions for termination and related fees are outlined, with significant sums payable in certain circumstances. The Board has also entered a Voting and Support Agreement with directors and executive officers to facilitate the merger approval process.

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Form Type: DEFA14A

Filing Date: 2025-02-06

Corporate Action: Merger

Type: New

Accession Number: 000119312525021779

Filing Summary: On February 6, 2025, Nevro Corp. entered into an Agreement and Plan of Merger with Globus Medical, Inc. and Palmer Merger Sub, Inc. Under the terms of the agreement, Merger Sub will merge with Nevro, which will become a wholly owned subsidiary of Globus. Each outstanding share of Nevro common stock will be converted into cash at $5.85 per share, barring shares owned by certain entities or stockholders who opt for appraisal rights. Additionally, Nevro's stock options and restricted stock units will be canceled or converted into cash equivalent based on the Merger Consideration. The Company must act in good faith to secure stockholder approval for the merger while adhering to specific covenants, including non-solicitation of competing merger proposals. The Merger Agreement includes termination rights, specifying fees payable under certain termination conditions. Nevro's Board unanimously found the merger advisable and will recommend approval to stockholders. A joint press release was issued on the same date, detailing the merger and communications to stakeholders were sent out to employees and partners.

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