Transaction Will Add Breakthrough Biologics Platform and Pipeline
to Further Accelerate Growth Opportunities in Wright’s Extremities
Business
Upfront Purchase Price Payment of $190 Million in Cash and Stock
Plus Contingent Payments of up to $190 Million
Wright to Host Conference Call Today at 10:00 a.m. Central Time
ARLINGTON, Tenn. & FRANKLIN, Tenn.--(BUSINESS WIRE)--Nov. 19, 2012--
Wright Medical Group, Inc. (NASDAQ: WMGI) and BioMimetic Therapeutics,
Inc. (NASDAQ: BMTI) announced today that they have entered into a
definitive agreement for a business combination of Wright and
BioMimetic, both publicly traded, Tennessee-based companies. Wright is
an orthopedics company with a market-leading lower extremities
franchise. BioMimetic is focused on developing regenerative medicine
products to promote the healing of musculoskeletal injuries and diseases
with a novel protein therapeutic product, Augment® Bone
Graft, under late stage FDA review as a replacement for autologous bone
graft in foot and ankle fusions. The transaction will combine
BioMimetic’s breakthrough biologics platform and pipeline with Wright’s
established sales force and product portfolio, to further accelerate
growth opportunities in Wright’s Extremities business.
Under the terms of the agreement, the transaction has a total potential
value for BioMimetic shareholders of approximately $380 million, or
$12.97 per share, based on Wright’s closing stock price on Friday,
November 16, 2012. Each share of BioMimetic common stock will be
converted into the right to receive an upfront payment of $1.50 in cash
and 0.2482 shares of Wright common stock. The upfront payment values
BioMimetic at approximately $190 million, or $6.47 per share, based on
Wright’s closing stock price on November 16, 2012. Each BioMimetic share
will also receive one tradable Contingent Value Right (CVR), which
entitles its holder to receive additional cash payments of up to $6.50
per share, which are payable upon receipt of FDA approval of Augment®
Bone Graft and upon achieving certain revenue milestones.
Any contingent milestone payments will be paid in cash. The CVR payments
to BioMimetic shareholders are structured as follows:
-
$3.50 per share upon FDA approval of Augment® Bone Graft;
-
$1.50 per share upon the achievement of $40 million in trailing twelve
month sales for all products contributed by BioMimetic;
-
$1.50 per share upon the achievement of $70 million in trailing twelve
month sales for all products contributed by BioMimetic.
The latter two sales milestone payments cannot be made sooner than 24
and 36 months post-closing of the transaction, respectively.
The transaction is expected to close in the first quarter of 2013 and is
subject to customary closing conditions, including BioMimetic
shareholder approval. The transaction received the unanimous approval of
the board of directors of both Wright and BioMimetic. In addition,
several key shareholders of BioMimetic have evidenced their support of
the transaction by entering into agreements to vote in favor of the
transaction.
Robert Palmisano, President and Chief Executive Officer of Wright,
commented, “We believe this transaction will significantly accelerate
the continued transformation of our business as well as our strategy of
building a world-class biologics platform and growing our foot and ankle
business at well above market growth rates. BioMimetic’s products
complement our existing biologics product portfolio, and, if approved by
the FDA as we expect, Augment® Bone Graft will provide us
with a unique solution for the U.S. hindfoot and ankle fusion market
that leverages the distribution capabilities of Wright’s dedicated foot
and ankle sales organization and our physician training capabilities.”
Dr. Samuel Lynch, President and Chief Executive Officer of BioMimetic
Therapeutics, added, “BioMimetic is delighted to partner with a company
that shares our commitment to building a world-class biologics platform.
We believe that Augment® Bone Graft will become an important
new therapeutics option to improve patient outcomes in hindfoot and
ankle fusion procedures, and that Wright Medical with its leadership
position in the foot and ankle market is the ideal partner to accelerate
the rapid adoption of our products around the world.”
BioMimetic’s Augment® product line is based on recombinant
human platelet-derived growth factor (rhPDGF-BB), a synthetic copy of
one of the body’s principal healing agents. In May 2011, the FDA’s
Orthopaedic and Rehabilitation Devices Panel of the Medical Devices
Advisory Committee voted favorably on Augment® Bone Graft’s
safety, efficacy and benefit to risk profile for its use as an
alternative to autograft in hindfoot and ankle fusions. In January 2012,
BioMimetic announced receipt of a post-panel non-approvable letter
requesting additional information in a PMA amendment. In June 2012,
BioMimetic submitted a responsive PMA amendment, and the product is
currently pending a final FDA regulatory decision. If approved, Augment®
Bone Graft will be the first clinically proven protein therapeutic
to come to the orthopedics market in a decade, offering the potential to
reinforce surgical bone repair in hindfoot and ankle fusion procedures
effectively, which translates into an estimated market opportunity
believed to be approximately $300 million annually in the U.S. Augment®
Bone Graft is currently available for sale as an alternative to
autograft in Canada for foot and ankle fusion indications and in
Australia and New Zealand for hindfoot and ankle fusion indications.
Although Wright cannot finalize the purchase price allocation and fair
value assessment of the contingent consideration until the closing, and
thus cannot yet assess the exact impact on its future GAAP earnings,
Wright anticipates that the transaction will be dilutive to adjusted
EBITDA until the second full-year post-FDA approval of Augment® Bone
Graft and accretive thereafter. Wright will provide additional
information on the financial impact of this transaction after the
closing.
In connection with this transaction, J.P. Morgan Securities LLC and
Wilson Sonsini Goodrich & Rosati, a Professional Corporation advised
Wright Medical, and Goldman, Sachs & Co. and Ropes & Gray LLP advised
BioMimetic Therapeutics.
Conference Call and Webcast
Wright Medical will host a conference call today, November 19, 2012,
beginning at 10:00 a.m. Central Time (11:00 a.m. Eastern Time) to
discuss the BioMimetic transaction, followed by a question and answer
session.
The conference call will be available to interested parties through a
live audio webcast at www.wmt.com,
where it will be archived and accessible for approximately 12 months.
The live dial-in number for the call is 800-591-6930 (U.S.) or
617-614-4908 (International). The participant passcode is “Wright.”
If you do not have access to the Internet and want to listen to an audio
replay of the conference call, dial 888-286-8010 (U.S.) or 617-801-6888
(International) and enter passcode 47252247. The audio replay will be
available beginning at 12:00 p.m. Central Time on Monday, November 19,
2012 until Monday, November 27, 2012.
About Wright Medical
Wright Medical Group, Inc. (NASDAQ: WMGI) is a global orthopaedic
medical device company and a leading provider of surgical solutions for
the foot and ankle market. Wright Medical specializes in the design,
manufacture and marketing of devices and biologic products for
extremity, hip and knee repair and reconstruction. Wright Medical has
been in business for more than 60 years and markets its products in over
60 countries worldwide. For more information about Wright Medical, visit
the Wright Medical’s website at www.wmt.com.
About BioMimetic Therapeutics, Inc.
BioMimetic Therapeutics, Inc. (NASDAQ: BMTI) is a biotechnology company
specializing in the development and commercialization of clinically
proven products to promote the healing of musculoskeletal injuries and
diseases, including therapies for orthopedics, sports medicine and spine
applications. All Augment® branded products are based upon
recombinant human platelet-derived growth factor (rhPDGF-BB), which is
an engineered form of PDGF, one of the body’s principal agents to
stimulate and direct healing and regeneration. Through the
commercialization of this patented technology, BioMimetic seeks to
become the leading company in the field of regenerative medicine by
providing new treatment options for the repair of bone, cartilage,
tendons and ligaments.
BioMimetic has received regulatory approvals to market Augment®
Bone Graft in Canada, Australia and New Zealand for use in hindfoot and
ankle fusion indications. Augment® is pending regulatory
decisions in the U.S. and European Union for similar indications.
BioMimetic also markets a bone graft substitute line of products for
orthopedic indications called Augmatrix™ Biocomposite Bone
Graft. For more information about BioMimetic, visit BioMimetic’s website
at www.biomimetics.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release may contain “forward-looking statements” as
defined under U.S. federal securities laws. These statements reflect
management’s current knowledge, assumptions, beliefs, estimates, and
expectations and express management’s current view of future
performance, results, and trends. Forward looking statements may be
identified by their use of terms such as anticipate, believe, could,
estimate, expect, intend, may, plan, predict, project, will, and other
similar terms. Forward-looking statements are subject to a number of
risks and uncertainties that could cause actual results to materially
differ from those described in the forward-looking statements. In
addition to those described below, forward looking statements contained
in this press release include, without limitation, statements concerning
the possibility of FDA approval of Augment Bone Graft, statements
regarding market acceptance of, and expected annual market demand for
Augment Bone Graft, statements regarding the expected impact of the
transaction with BioMimetic on Wright’s adjusted EBITDA and other
financial results, and statements about the timing and expected benefits
of the transaction. The reader should not place undue reliance on
forward-looking statements. Such statements are made as of the date of
this press release, and we undertake no obligation to update such
statements after this date. In addition to those described above, risks
and uncertainties that could cause our actual results to materially
differ from those described in forward-looking statements are discussed
in our filings with the Securities and Exchange Commission (including
those described in Item 1A of our Annual Report on Form 10-K for the
year ended December 31, 2011 and our Quarterly Report on Form 10-Q for
the quarter ended September 30, 2012, in each case under the heading
“Risk Factors” and elsewhere in such filings). By way of example and
without implied limitation, such risks and uncertainties include: the
failure of BioMimetic stockholders to adopt the merger agreement or the
failure of either Wright or BioMimetic to meet any of the other
conditions to the closing of the transaction, the failure to realize the
anticipated benefits from the transaction or delay in realization
thereof, future actions of the United States Attorney’s office, the FDA,
the Department of Health and Human Services or other U.S. or foreign
government authorities that could delay, limit or suspend our
development, manufacturing, commercialization and sale of products, or
result in seizures, injunctions, monetary sanctions or criminal or civil
liabilities; any actual or alleged breach of the Corporate Integrity
Agreement to which we are subject through September 2015 which could
expose us to significant liability including exclusion from Medicare,
Medicaid and other federal healthcare programs, potential criminal
prosecution, and civil and criminal fines or penalties; adverse outcomes
in existing product liability litigation; new product liability claims;
inadequate insurance coverage; the possibility of private securities
litigation or shareholder derivative suits; demand for and market
acceptance of our new and existing products; potentially burdensome tax
measures; lack of suitable business development opportunities; product
quality or patient safety issues; challenges to our intellectual
property rights; geographic and product mix impact on our sales; our
inability to retain key sales representatives, independent distributors
and other personnel or to attract new talent; inventory reductions or
fluctuations in buying patterns by wholesalers or distributors;
inability to realize the anticipated benefits of restructuring
initiatives; negative impact of the commercial and credit environment on
us, our customers and our suppliers; and the potentially negative effect
of our ongoing compliance enhancements on our relationships with
customers, and on our ability to deliver timely and effective medical
education, clinical studies, and new products.
ADDITIONAL INFORMATION ABOUT THIS TRANSACTION
This press release may be deemed to be solicitation material regarding
the proposed business combination of Wright and BioMimetic. In
connection with the proposed transaction, Wright intends to file with
the SEC a registration statement on Form S-4, which will include a proxy
statement/prospectus and other relevant materials in connection with the
proposed transaction, and each of Wright and BioMimetic intend to file
with the SEC other documents regarding the proposed transaction. The
proxy statement/prospectus and this press release are not offers to sell
Wright securities and are not soliciting an offer to buy Wright
securities in any state where the offer and sale is not permitted. The
final proxy statement/prospectus will be mailed to the stockholders of
BioMimetic. INVESTORS AND SECURITY HOLDERS OF BIOMIMETIC ARE URGED TO
READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND THE OTHER RELEVANT MATERIAL CAREFULLY IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT WRIGHT AND BIOMIMETIC AND THE PROPOSED TRANSACTION.
The proxy statement/prospectus and other relevant materials (when they
become available), and any and all documents filed with the SEC, may be
obtained free of charge at the SEC’s web site at www.sec.gov.
In addition, investors and security holders may obtain free copies of
the documents filed with the SEC by Wright by directing a written
request to Wright Medical Group, Inc, 5677 Airline Road, Arlington, TN
38002, Attention: Investor Relations, and by BioMimetic by directing a
written request to BioMimetic Therapeutics, Inc., 389 Nichol Mill Lane,
Franklin, TN 37067, Attention: Investor Relations.
BioMimetic and its respective executive officers and directors and other
persons, including Wright and its respective executive officers and
directors, may be deemed to be participants in the solicitation of
proxies from its stockholders in connection with the proposed
transaction. Information about the executive officers and directors of
BioMimetic and their ownership of BioMimetic common stock is set forth
in its annual report on Form 10-K for the year ended December 31, 2011,
filed with the SEC on March 13, 2012 and the proxy statement for
BioMimetic’s 2012 annual meeting of stockholders, filed with the SEC on
April 27, 2012. Information about the executive officers and directors
of Wright Medical Group is set forth in its annual report on Form 10-K
for the year ended December 31, 2011, filed with the SEC on February 24,
2012 and the proxy statement for Wright Medical Group’s 2012 annual
meeting of stockholders, filed with the SEC on March 27, 2012. Certain
directors and executive officers of BioMimetic and other persons may
have direct or indirect interests in the merger due to securities
holdings, pre-existing or future indemnification arrangements and rights
to severance payments if their employment is terminated prior to or
following the transaction. If and to the extent that any of the
BioMimetic participants will receive any additional benefits in
connection with the transaction, the details of those benefits will be
described in the proxy statement/prospectus relating to the transaction.
Investors and security holders may obtain additional information
regarding the direct and indirect interests of BioMimetic and its
executive officers and directors in the transaction by reading the proxy
statement/prospectus regarding the transaction when it becomes available.

Source: Wright Medical Group, Inc. and BioMimetic Therapeutics, Inc.
Wright Medical Group, Inc.
Julie D. Tracy, 901-290-5817 (office)
Sr.
Vice President, Chief Communications Officer
julie.tracy@wmt.com
or
BioMimetic
Therapeutics, Inc.
Kearstin Patterson, 615-236-4419 (office)
mobile:
615-517-6112
Sr. Director of Corporate Communications
kpatterson@biomimetics.com