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ApiFix Ltd, a portfolio company of The Trendlines Group, has been 100% acquired by Nasdaq-traded OrthoPediatrics Corp.
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Milestones |
Total consideration |
Trendlines’ consideration |
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At closing |
934,783 new common OP shares + US$2.0 million in cash |
187,257 shares + $150,000 |
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Earlier of 150 surgeries or 2nd anniversary* |
US$13 million (at least 25% in cash) |
~ US$2,420,600 |
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3rd anniversary |
US$8 million (at least 25% in cash) |
~ US$1,489,600 |
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4th anniversary |
US$9 million (at least 25% in cash) |
~ US$1,675,800 |
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4th year earnout |
Year 4 trailing 12-month revenue X 2.25, less US$17 million (3rd and 4th year milestone payments); Trendlines’ share will be 18.62% of this |
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Trendlines’ share of the minimum consideration estimated at US$13.2 million before earnout |
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ApiFix shareholders are to receive:
| • an aggregate of 934,783 new common shares of OrthoPediatrics stock (NASDAQ: KIDS). Based on its last closing price of US$37.63 per share, the 934,783 shares are valued at US$35 million. • an aggregate of US$2 million cash at closing, plus • guaranteed milestone payments (in the form of cash and OrthoPediatrics shares) and • an earnout over a period of four years. |
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Trendlines stock price |
8.9 c |
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52-week range |
5.4 – 13.8 c |
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Market cap |
S$70.4 m |
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PE (ttm) |
-- |
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Dividend yield |
-- |
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P/B |
0.37 |
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Year-to-date |
-14% |
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Shares outstanding |
791 m |
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Source: Yahoo! |
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Trendlines will provide further updates as and when it receives its proportionate share of the milestone payments and/or earnout payments.
The exit by Trendlines from its direct shareholdings of ApiFix pursuant to the Acquisition had contributed positively to the consolidated earnings per share and net assets per share of the Group for the financial year ended 31 December 2019.
For the financial year ending 31 December 2020, Trendlines’ ApiFix holdings will be converted into cash, short- and long-term receivables, and short- and long-term investments.
Information about ApiFix
The ApiFix system for treating scoliosis has the U.S. Food and Drug Administration (FDA) and CE Mark approvals. NextInsight file photoFounded in 2011 with investment from and the active involvement of Trendlines, in addition to support from the Israel Innovation Authority, ApiFix is officed at Trendlines’ Israel headquarters and in Boston, Massachusetts.
ApiFix is a leading motion-preservation scoliosis correction company; their Minimally Invasive Deformity Correction (MID-C) system has U.S. Food and Drug Administration (FDA) and CE Mark approvals.
When compared to both traditional spinal fusion and tethering procedures, the benefits of the MID-C system include measurable reductions in surgery time, blood loss, hospitalization, recovery time, and complication rates.
Most significantly, the system is removable and avoids permanently limiting range of motion in these young patients.
ApiFix‘s unique technology has strong intellectual property protection, including 46 issued patents and 25 patent applications worldwide. The company is managed by Boston-based executive Paul Mraz who has nearly 30 years’ spine and orthopaedic medical device experience, and serial inventor and entrepreneur Uri Arnin, founding CEO, inventor, and current CTO – under the leadership of ApiFix board chairman, medical device industry executive, and investor, Ed Roschak.
Paul, Uri, and the entire Israel-based ApiFix team will join OrthoPediatrics.
 “The acquisition of ApiFix by OrthoPediatrics will expand ApiFix’s business under the global leader of the pediatric orthopedics community. We look forward to OrthoPediatrics bringing market changing scoliosis treatment to pediatric patients worldwide with the ApiFix alternative that fills the treatment gap between non-operative therapies and irreversible spinal fusion."We are especially pleased to make this announcement in the time of COVID-19 – and worldwide uncertainty, demonstrating our unwavering commitment to growing shareholder value through creating and building companies to improve the human condition.” -- Trendlines’ Chairman and CEO, Todd Dollinger (photo) |
More details in these PowerPoint slides.