UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
Orthovita,
Inc.
(Name of Subject Company)
Orthovita, Inc.
(Names of Person(s) Filing Statement)
Common Stock, $0.01 par value
(Title of Class of Securities)
CUSIP 68750U102
(CUSIP Number of Class of Securities)
Christine J. Arasin, Esquire
Vice President and General Counsel
Orthovita, Inc.
77 Great Valley Parkway
Malvern, PA 19355
(Name, address, and telephone numbers of person authorized to receive
notices and communications on behalf of the persons filing statement)
With copies to:
Richard A. Silfen, Esquire
Duane Morris LLP
30 South 17th Street
Philadelphia, Pennsylvania 19103
(215) 979-1000
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer
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This Schedule 14D-9 relates solely to the preliminary communications, listed below, which were made before
the commencement of a tender offer:
1. Press release, dated May 16, 2011, issued by Orthovita, Inc. announcing its
agreement to be acquired by Stryker Corporation.
2. Email communication sent to employees of Orthovita, Inc. on May 16,
2011.
These communications follow this page in the order set forth above.
Press Release
Orthovita, Inc.
77 Great Valley Parkway
Malvern, PA 19355
USA
Orthovita, Inc. Agrees To Be Acquired by
Stryker Corporation for $3.85 Per Share in Cash
Stryker will commence
all-cash tender offer shortly
Tender Offer expected to be completed in the second quarter of 2011
For Immediate Release
Monday,
May 16, 2011
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Contact:
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Nancy C. Broadbent
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Senior Vice President
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and Chief Financial Officer
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610-640-1775 or 800-676-8482
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Malvern, PA
May 16, 2011 Orthovita, Inc. (Nasdaq: VITA) today announced that it has entered into a merger agreement under which Stryker Corporation (NYSE: SYK) has agreed to acquire all of the common stock of Orthovita for $3.85 per share in
cash which represents a total value of approximately $316 million.
William E. Tidmore, Chairman of the Board, said, The Board of
Directors unanimously concluded that this transaction is in the best interests of Orthovita and its shareholders. We believe this is a very positive outcome for our shareholders and maximizes the value of Orthovitas orthobiologic and
biosurgery platforms.
This transaction is a great event for our shareholders, customers and employees, said Antony Koblish,
President and Chief Executive Officer. Mr. Koblish added, This transaction delivers significant value to our shareholders and allows us to combine our portfolio of orthobiologic and biosurgery products as well as our novel and unique
proprietary biomaterials pipeline with Strykers industry-leading sales and marketing teams. We look forward confidently to an exciting future with a great partner.
Under the terms of the merger agreement, Stryker will commence an all-cash tender offer to acquire all of the outstanding common stock of Orthovita for $3.85 per share within 10 business days. The tender
offer is expected to be completed in the second quarter of 2011. The tender offer is subject to customary closing conditions, including the tender of a majority of the outstanding shares of Orthovita common stock on a fully diluted basis, and the
expiration or termination of the Hart-Scott-Rodino Antitrust Improvements Act waiting period. Following the tender offer, Stryker will acquire the remaining outstanding shares of Orthovita common stock through a second step merger.
Orthovitas board of directors has approved the tender offer and resolved to recommend that Orthovita shareholders tender their shares to Stryker in
the tender offer. In addition, shareholder Essex Woodlands
Health Ventures Fund VII, L.P., whose representative R. Scott Barry is a member of Orthovitas Board of Directors, as well as Messrs. Tidmore and Koblish and all of Orthovitas other
directors and executive officers, who collectively own approximately 14.5% of the fully diluted common stock of Orthovita, have committed to tender their shares in the tender offer.
J.P. Morgan Securities, LLC acted as exclusive financial advisor to Orthovita in connection with the transaction.
Important Additional Information Will Be Filed with the SEC
This press release is neither
an offer to purchase nor a solicitation of an offer to sell shares of Orthovita, Inc. (the Company).
The tender offer described
in this document has not yet commenced. At the time the tender offer is commenced, Stryker Corporation (Parent) will file with the U.S. Securities and Exchange Commission (the SEC) and mail to the Companys shareholders
a Tender Offer Statement on Schedule TO, and the Company will file with the SEC and mail to its shareholders a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 in connection with the transaction. These will contain important
information about Parent, the Company, the transaction and other related matters. Investors and security holders are urged to read each of these documents carefully when they are available.
Investors and security holders will be able to obtain free copies of the Tender Offer Statement, the Tender Offer Solicitation/Recommendation Statement and other documents filed with the SEC by Parent and
the Company through the website maintained by the SEC at www.sec.gov once such documents are filed with the SEC. A copy of the Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (once it becomes available) may be obtained free of
charge from Orthovitas website at www.orthovita.com, or by directing a request to Orthovita at 77 Great Valley Parkway, Malvern, PA 19355, Attn: Nancy C. Broadbent. In addition, a copy of the Tender Offer Statement, letter of transmittal and
certain other related tender offer documents (once they become available) may be obtained free of charge from Strykers website at www.stryker.com or by directing a request to Stryker at 2825 Airview Boulevard, Kalamazoo, MI 49002, Attn:
Investor Relations.
Cautionary Note Regarding Forward-Looking Statements
Statements in this press release regarding the proposed transaction between Parent and the Company, the expected timetable for completing the transaction, the potential benefits of the transaction, and
any other statements about managements future expectations, beliefs, goals, plans or prospects constitute forward-looking statements. Any statements that are not statements of historical fact (including statements containing the words
believes, plans, anticipates, expects, estimates and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could
cause actual results or events to differ materially from those indicated by such forward-looking statements, including: uncertainties as to the timing of the tender offer and merger; uncertainties as to how many shareholders will tender their stock
in the offer; the possibility that various closing conditions for the transaction may not be satisfied or waived; and the effects of disruption from the transaction making it more difficult to maintain relationships with employees, customers, and
other business partners; and other risks and the other factors described in the Companys Annual Report on Form 10-K for the year ended December 31, 2010 filed with the SEC. Except as otherwise required by law, the Company disclaims any
intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release.
About Orthovita, Inc.
Orthovita, Inc. is a specialty spine and orthopedic company with a portfolio of orthobiologic and biosurgery products. Our products are based on novel and unique proprietary biomaterials that have
innovative mechanisms of action in the body. Our orthobiologic platform offers products for the fusion, regeneration and fixation of human bone. Our biosurgery platform offers products for controlling intra-operative bleeding, also known as
hemostasis. Our current fusion and regeneration products are based on our proprietary Vitoss Bone Graft Substitute technology and address the non-structural bone graft market with synthetic, bioactive alternatives to patient- and
cadaver-derived bone tissue. Cortoss Bone Augmentation Material, an injectable, polymer composite that mimics the mechanical properties of weight-bearing human cortical bone, provides the basis for our fixation portfolio. Our hemostasis
portfolio includes Vitagel Surgical Hemostat, a proprietary, collagen-based matrix that controls bleeding and facilitates healing, and Vitasure Absorbable Hemostat, a plant-based product that can be deployed quickly throughout surgery.
For more information about Orthovita, please visit www.orthovita.com.
About Stryker Corporation
Stryker Corporation is one of the worlds leading medical technology companies and is dedicated to helping healthcare professionals perform their
jobs more efficiently while enhancing patient care. Stryker offers a diverse array of innovative medical technologies, including reconstructive, medical and surgical, and neurotechnology and spine products to help people lead more active and more
satisfying lives. For more information about Stryker, please visit www.stryker.com.
CONFIDENTIAL NOT FOR EXTERNAL DISTRIBUTION
Dear Fellow Employees:
Today we are announcing
that we have entered into an agreement to be acquired by Stryker, a global developer and manufacturer of a broad range of medical products. Stryker is a Fortune 500 company achieving over $7.3 billion in sales last year. It employs over
20,000 people, maintains over two dozen manufacturing and R&D locations around the world and markets its products in over 89 countries. As a result of this transaction, Orthovita will be integrated into Strykers newly formed
Orthobiologics business unit headed by Eric Teutsch, Vice President, Orthobiologics, which is part of the Orthopaedics Group. Eric is a 25-year veteran of Stryker, with roles in sales, marketing, and general management. He has helped build
many of Strykers businesses including powered surgical instruments and accessories, craniomaxillofacial (CMF) and, most recently, the Joint Preservation business.
Orthovita competes in the $5 billion orthobiologics market and is the global leader in the synthetic bone graft segment with the Vitoss product family. We also compete in the vertebral
augmentation market with Cortoss and are an increasingly successful player in the biosurgery arena with Vitagela hemostasis product designed to control intra-operative and post-operative bleeding while facilitating healing.
Orthovitas combined product portfolio achieved record sales of $95 million in 2010.
Strykers market strategy is to expand into
new growth platforms and over the past 18 months they have made a series of strategic acquisitions including the recent purchase of Ascent, the market leader for reprocessed single-use medical devices. Stryker has also expanded their presence
in the neuro market through both the Neurovascular and Sonopet acquisitions and continue to build on their core markets through the purchase of Gaymar Industries and MEDPOR, which strengthen their Medical and CMF portfolios.
By becoming part of Stryker, we have the opportunity to leverage the greater resources and global reach of one of the premier Spine, Orthopaedics,
Trauma & Extremities, Surgical, and Interventional Spine businesses to significantly expand our marketing and sales presence in the orthobiologics market; one of the fastest growing, most innovative segments in healthcare today. As a
result, we can better leverage our best in class technology and products and ensure significantly greater adoption on a global basis as part of one of the worlds most admired, fastest growing medical technology companies.
Our integration into Stryker, endorsed by your management team as well as Orthovitas Board of Directors, is in the best interest of shareholders,
employees, and the patients we serve. It will improve our access to markets, leverage the incredible infrastructure and resources of Stryker, and allow us to more effectively compete in the markets we serve. The synergies created by this
integration will unlock the significant potential of Orthovitas products, which are more challenging to achieve within a smaller company with fewer resources. These synergies and the growth potential of our product lines were key
determinants in Strykers decision to approach Orthovita.
The acquisition of Orthovita is highly complementary to Strykers
existing orthobiologics business, and will position the combined companies to build upon Orthovitas success while driving sales growth for the global franchises. The Stryker Orthobiologics business unit manages the HydroSet, TissueMend, and
allograft tissue products. It has achieved approximately 1% market share in this growing market and together with Orthovita, will create new opportunities for the Orthobiologics business to bring together the many diverse initiatives and
products at Stryker, while delivering a steady stream of innovative products to customers.
Additional information about the Orthobiologics
business and the Orthovita integration into Stryker will be made available after the acquisition closes. The press release issued by Stryker is
attached to this communication for your information and additional details will be provided by Orthovita management shortly. If you have questions in the meantime about this acquisition,
please contact your management team member or human resources.
We hope that you share our excitement about todays announcement. We are
looking forward to the opportunity to continue to be there for patients and physicians through this new and innovative business.
Sincerely,
Antony Koblish
CEO, Orthovita
Please note that the information in this email is confidential and for internal use only. If you have any questions about this
message or receive inquiries from the media or any other parties regarding this matter, please contact Human Resources. In addition, if you are a team leader or office administrator, please print and post this information for employees who do
not have computers.
Important Information About the Tender Offer
This communication is neither an offer to purchase nor a solicitation of an offer to sell shares of Orthovita, Inc. (the Company).
The tender offer described in this communication has not yet commenced. At the time the tender offer is commenced, Stryker Corporation (Parent) will file with the U.S. Securities and Exchange
Commission (the SEC) and mail to the Companys shareholders a Tender Offer Statement on Schedule TO and the Company will file with the SEC and mail to its shareholders a Tender Offer Solicitation/Recommendation Statement on Schedule
14D-9 in connection with the transaction. These documents will contain important information about Parent, the Company, the transaction and other related matters. Investors and security holders are urged to read each of these documents carefully
when they are available.
Investors and security holders will be able to obtain free copies of the Tender Offer Statement, the Tender Offer
Solicitation/Recommendation Statement and other documents filed with the SEC by Parent and the Company through the website maintained by the SEC at www.sec.gov once such documents are filed with the SEC. A copy of the Tender Offer
Solicitation/Recommendation Statement on Schedule 14D-9 (once it becomes available) may be obtained free of charge from Orthovitas website at www.orthovita.com or by directing a request to Orthovita at 77 Great Valley Parkway, Malvern, PA
19355, Attn: Nancy C. Broadbent. In addition, a copy of the Tender Offer Statement, letter of transmittal and certain other related tender offer documents (once they become available) may be obtained free of charge from Strykers website at
www.stryker.com or by directing a request to Stryker at 2825 Airview Boulevard, Kalamazoo, MI 49002, Attn: Investor Relations.
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