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EOS imaging (Euronext, FR0011191766 - EOSI - Eligible PEA - PME) (the "Company"), a leader in 2D/3D orthopedic medical imaging and software solutions for 3D anatomical modeling and surgical planning, announced that its Board of Directors met today to acknowledge the change of control of the Company following the completion of the first tender offer initiated by Alphatec Holdings, Inc. (Nasdaq: ATEC) ("ATEC"), as a result of which, ATEC holds 89.1% of the common shares and voting rights of the Company1 and 57.2% of the outstanding OCEANEs. The tender offer has been reopened as of May 17 through June 2, 2021 (included).
Pursuant to the tender offer agreement entered into by the two companies in December 20202, the Board of Directors has co-opted, at the request of ATEC, Messrs. Pat Miles, Eric Dasso and Tyson Marshall as Company directors.3 These directors replace Messrs. Mike Lobinsky, Antoine Vidal and Eric Beard.
These co-optations will be submitted for ratification at the next shareholders' meeting on June 29, 2021. The Board of Directors comprises six directors4, of which, two are independent. The governance in place remains in compliance with the principles of the French Commercial Code and the Middlenext Code to which the Company refers.
Mr. Gérard Hascoët remains Chairman of the Board of Directors and Mr. Mike Lobinsky continues to exercise his functions as Chief Executive Officer.
"EOS understands the need for safe, reliable and reproducible clinical information from diagnosis through follow-up and shares in ATEC’s drive to better inform surgery by coupling objective clinical information with compelling approach-based spine technologies" said Pat Miles, ATEC’s Chairman and Chief Executive Officer. "As we finalize the tender offer process, our immediate priority now turns to the integration of ATEC’s technology with EOS’ valuable clinical information to improve spine surgery and further accelerate the adoption and pull-through of our entire portfolio. We are excited to begin this next chapter together."
"I am delighted with the strong success of the tender offer initiated by Alphatec Holdings, now the majority shareholder of EOS imaging with nearly 90% of the share capital," said Gérard Hascoët, Chairman of the Board of Directors of EOS imaging. "The appointments of Pat Miles, Eric Dasso and Tyson Marshall as directors will provide the appropriate governance with complementary expertise to lead the integration of the product and service offerings of both companies. I look forward to working with them to ensure the appropriate transition for the successful implementation of this new business plan."
The Board of Directors has also decided to convene the shareholders' meeting of EOS imaging on June 29, 2021 at 4 pm. This meeting will be held behind closed doors, without the presence of shareholders and other persons entitled to participate, in accordance with specific regulations relating to the fight against the spread of the Covid-19 pandemic. Indeed, this pandemic and the current administrative measures prohibiting or limiting collective gatherings for health reasons prevent the physical presence of shareholders and other people usually attending the meeting.
The documentation relating to this meeting will be published shortly in accordance with the applicable legal and regulatory provisions.
Introduction to the new directors
Patrick S. Miles has served as Chairman and Chief Executive Officer of Alphatec Holdings, Inc. and Alphatec Spine, Inc. since October 2017. Mr. Miles has over 20 years of experience in the orthopaedic industry and most recently served, from September 2016 to September 2017, as the Vice Chairman of NuVasive, Inc. Mr. Miles served as a member of NuVasive’s Board of Directors from August 2016 until his resignation in September 2017. Prior to that, Mr. Miles served as NuVasive’s President and Chief Operating Officer from February 2015 to September 2016. He previously served as NuVasive’s President of Global Products and Services from October 2011 to January 2015, President of the Americas from January 2010 to September 2011, Executive Vice President of Product Marketing and Development from January 2007 to December 2009, Senior Vice President of Marketing from December 2004 to January 2007, and as its Vice President, Marketing from January 2001 to December 2004. Prior to those positions, he served as Director of Marketing for ORATEC Interventions, Inc., a medical device company, and as a Director of Marketing for Minimally Invasive Systems and Cervical Spine Systems for Medtronic Sofamor Danek, and held several positions with Smith & Nephew. Mr. Miles received a B.S. in Finance from Mercer University.
Eric Dasso has served as Executive Vice President, Adjunctive Technologies of Alphatec Spine, Inc. since August 2019. Prior to joining Alphatec Spine, Mr. Dasso held various marketing leadership and global product management roles within NuVasive, Inc. from 2001 to 2018. He most recently served as NuVasive’s Vice President, Global Implant Systems (February 2015 to June 2018), which included overall responsibility for that company’s product development, commercialization and marketing functions of its $750M global implant franchise. Prior to leading Global Implant Systems, Mr. Dasso over saw the marketing and development of NuVasive’s thoracolumbar portfolio in various roles of increasing responsibility from February 2005 to February 2015, including as Project Manager, Thoracolumbar Fixation (February 2005 to July 2007), Senior Project Manager, Thoracolumbar Fixation (July 2007 to September 2008), Director, Marketing, Thoracolumbar Fixation (September 2008 to June 2010), Senior Director, Thoracolumbar (June 2010 to January 2014) and as Vice President, Thoracolumbar Posterior (January 2014 to February 2015). Prior to Nuvasive, Mr. Dasso held various positions at Johnson and Johnson and Acxiom Inc. Mr. Dasso received a bachelor’s degree in Business Administration from California Polytechnic State University—San Luis Obispo.
Tyson Marshall has served as Vice President, Associate General Counsel of Alphatec Spine, Inc. since 2017. Prior to joining Alphatec Spine, Mr. Marshall served from 2016 to 2017 as General Counsel and Corporate Secretary of Mad Catz Interactive, Inc., a global provider of innovative interactive entertainment products. From 2013 to 2016, Mr. Marshall served as Associate General Counsel of Mad Catz. Prior to moving into his in-house counsel roles, Mr. Marshall spent over ten years in private practice, including eight years with the international, full-service law firm Morrison & Foerster as a member of that firm’s Securities Litigation Enforcement and White Collar Defense group. Before joining Morrison, Mr. Marshall was a securities and IP litigator at Fish & Richardson, an intellectual property and commercial litigation firm. Mr. Marshall earned his J.D., magna cum laude, from the University of San Diego School of Law and his B.S. in Psychology from Brigham Young University.
ABOUT EOS imaging
EOS imaging is a global medical device company that designs, develops and markets innovative, low dose 2D/3D full body and weight-bearing imaging, rapid 3D modeling of EOS patient X-ray images, web-based patient-specific surgical planning, and integration of surgical plan into the operating room that collectively bridge the entire spectrum of care from imaging to post-operative assessment capabilities for orthopedic surgery. With a primary focus on hips, knees, and spine, EOS imaging is targeting a $2 billion annual market opportunity. EOS imaging has over 400 system installations in more than 40 countries generating more than 1 million patient exams annually. EOS imaging has corporate locations in U.S., France, Canada, Germany, and Singapore, and has more than 160 employees. For additional information, please visit www.eos-imaging.com.
EOS imaging is listed on Euronext Paris - Compartment C of Euronext
ISIN : FR0011191766 - Mnémo : EOSI
ABOUT ALPHATEC HOLDINGS, INC.
Alphatec Holdings, Inc. (ATEC), through its wholly-owned subsidiaries, Alphatec Spine, Inc. and SafeOp Surgical, Inc., is a medical device company dedicated to revolutionizing the approach to spine surgery through clinical distinction. ATEC’s Organic Innovation Machine is focused on developing new approaches that integrate seamlessly with the SafeOp Neural InformatiX System to safely and reproducibly treat spine’s various pathologies and achieve the goals of spine surgery. ATEC’s vision is to become the Standard Bearer in Spine. For more information, visit us at www.atecspine.com.
Alphatec Holdings, Inc. is listed on Nasdaq
ISIN : US02081G2012 - Mnémo : ATEC
1 On the basis of a capital composed of 26,659,946 shares representing the same number of voting rights, pursuant to the second paragraph of Article 223-11 of the AMF's general regulations.
2 See press release of December 17, 2020 available on the EOS imaging website.
3 During its meeting, the Board of Directors noted that these new directors were linked to Alphatec Holdings Inc. and therefore did not qualify as independent directors in accordance with the Middlenext Code.
4 Namely Eric Dasso, Gérard Hascoët, Michèle Lesieur, Marie Meynadier, Tyson Marshall and Pat Miles
View source version on businesswire.com: https://www.businesswire.com/news/home/20210518005978/en/
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