Tornier signs definitive agreement to acquire OrthoHelix

Tornier N.V. (NASDAQ: TRNX), a global medical device company focused on providing surgical solutions to orthopaedic extremity specialists, today announced that it has signed a definitive agreement to acquire OrthoHelix Surgical Designs, Inc. for $135 million plus additional payments over two years, which will be based on achieving certain revenue growth milestones.

OrthoHelix is an innovative, high growth, and EBITDA positive company that is focused on developing and marketing specialty implantable screw and plate systems for the repair of small bone fractures and deformities predominantly in the foot and ankle. OrthoHelix's sales for the calendar year 2012, which are all based in the United States, are projected to reach approximately $29 million, an increase of over 30% compared to 2011. OrthoHelix's gross profit margin on 2012 sales is expected to exceed 80% and EBITDA is expected to be positive. The addition of OrthoHelix is expected to more than double Tornier's lower extremity revenue and allow Tornier to increase its focus on foot and ankle surgeons.

Douglas W. Kohrs, President and Chief Executive Officer of Tornier, commented, "We are pleased to welcome the employees, surgeon advisors, and distribution partners of OrthoHelix to Tornier. OrthoHelix's innovative technology, products, and surgeon focused culture will help us take our Specialists Serving Specialists strategy to the next level. The transaction will enable us to substantially expand our sales coverage of foot and ankle surgeons, significantly enhance our addressable lower extremity market opportunity, and position us to achieve more consistent growth across our upper and lower extremity product categories."

OrthoHelix's strong growth is led by its MaxLock Extreme® small bone screw and plate systems featuring proprietary anatomic contouring, low profile, and multiplanar fixation. The combination of OrthoHelix's broad line of plate and screw systems with Tornier's ankle arthroplasty, biologics, and other foot and ankle implants is expected to create one of the broadest product and technology offerings to lower extremity surgical specialists in the orthopedic industry. In addition, Tornier plans to utilize its strong international distribution channel to accelerate OrthoHelix's geographic expansion beyond its current sales base in the United States.

Dennis Stripe, President and CEO of OrthoHelix, commented, "We are very excited by the opportunities that the OrthoHelix and Tornier combination will present to our surgeon customers and our employees. We believe Tornier's resources will position us to drive significant organic growth in the lower extremity business through product innovation, access to novel arthroplasty and biologic products, and, over time, an international presence for OrthoHelix through Tornier's strong proven distribution network. We are confident that our strong "Surgeons Speak. We Deliver" culture will only be enhanced as part of Tornier."

Under the terms of the agreement, Tornier has agreed to acquire OrthoHelix for $135 million, which will consist of $100 million in cash and $35 million in Tornier's stock. Tornier intends to use cash on hand and borrowings to pay for the acquisition. Upon closing, the transaction is expected to be dilutive to Tornier's 2013 earnings per share, excluding amortization and stock compensation expense, and acquisition and integration related charges, or cash earnings per share, but accretive to its cash earnings per share in 2014.

OrthoHelix will continue to operate under the OrthoHelix name, retain all of its product brand names in the market, and customers will continue to be served by OrthoHelix and their distribution partners. Central operations of the OrthoHelix business will remain based in Medina, Ohio as will its 80 dedicated employees.

Outlook

Excluding OrthoHelix acquisition and integration related charges, Tornier is reiterating its previously issued standalone financial guidance for fiscal 2012 and third quarter, which is contained in Tornier's earnings release issued on August 7, 2012. Tornier expects to issue combined fiscal 2012 guidance reflecting the acquisition of OrthoHelix at the appropriate time once the transaction is closed.

 Source: Tornier