Alphatec Holdings, Inc. · NASDAQ:ATEC
Alphatec — Merger or Acquisition (December 2009)
28 slides from Alphatec's merger presentation, Dec 18, 2009
Slide 1: Schedule 14A Soliciting Material - Alphatec Holdings, Inc.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy
Slide 2: Schedule 14A filing fee information
5) Total fee paid: ¨ Fee paid previously with preliminary materials. ¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or th
Slide 3: Acquisition of Scient'x Groupe SAS
Filed by Alphatec Holdings, Inc. Under the Securities Exchange Act of 1934 Subject Company: Alphatec Holdings, Inc. Commission File No: 000-52024 Solutions For The Aging Spine TM Acquisition of Scient’x Groupe SAS NASDAQ: ATEC December 2009 www.alphatecspine.com 5818 El Camino Real, Carlsbad, CA 920
Slide 4: Forward Looking Statements
Forward Looking Statements This presentation and our responses to your questions during the question and answer period will contain our estimated or anticipated future results. These forward-looking statements are typically identified by the words "anticipates," "believes," "expects," "intends," "pl
Slide 5: Alphatec Acquisition of Scient'x: Terms of Acquisition Agreement
Alphatec Acquisition of with Scient’x Terms of Acquisition Agreement • All stock transaction with a fixed exchange ratio of 24M shares of common stock for 100% of the outstanding shares of Scient’x • Pro Forma Ownership • Alphatec Shareholders 69% • Scient’x Shareholders 31% • Transaction is schedul
Slide 6: Highlights & Investment Considerations
Highlights & Investment Considerations Highlights of Acquisition Agreement • Creates global scale and presence to compete across major markets • Complements product portfolio with differentiated products in multiple segments • Expands focus on aging spine market segment • Provides immediate cross se
Slide 7: Alphatec Strategic Imperatives
Alphatec Strategic Imperatives Strategic review prioritized the following four key imperatives for sustained growth: Critical mass: marketplace leverage and augmented “shelf space” Maximize production facility investment Scale Purchasing leverage to drive margins Maximize profitability and cash flow
Slide 8: Scient'x – The Most Compelling Alternative
Scient’x – The Most Compelling Alternative Combining Alphatec & Scient’x significantly improves each growth driver: $180M to $182M combined global 2009 revenue Extensive US and OUS distribution networks, 450 sales reps Scale Manufacturing scale and efficiencies Enhanced profit and cash flow Distribu
Slide 9: Scient'x - Company Overview
Scient’x - Company Overview COMPANY: PRODUCT PORTFOLIO: Founded 1988 in France Dynamic solutions for fusion and non-fusion Acquired by HealthpointCapital in 2007 Platforms: cervical TDR & semi rigid rods Headquarters: Guyancourt, France Full line of spinal offering Manufacturing: Beaurais, France Pi
Slide 10: Scient'x Broad Global Distribution
Scient’x Broad Global Distribution Global distribution network in 52 countries – France: #2 market position – Spain, Italy, UK: #5 market position 180 sales reps worldwide (70% exclusive) France: Eastern Europe: 20% mkt share 2% mkt share #2 mkt position Spain, Italy, UK: China/Japan: 5% mkt share 1
Slide 11: Scient'x Tradition of Education & Science
Scient’x Tradition of Education & Science Training SX & + Science + Clinical Education Marketing Global training Global Internal initiatives alliances with analysis of Key Opinion clinical data 3,000 Leaders and physicians leading Longstanding trained under institutions collaboration the Inspiration
Slide 12: Scient'x - Innovator in Spine
Scient’x - Innovator in Spine DYNAMIC ISOBAR SEMI RIGID ROD: FUSION TDR DISCOCERV: First dynamic fusion device First ceramic-ceramic TDR Multiple configurations 3,000 implantations worldwide 30,000 implantations worldwide PLATFORM TECHNOLOGIES TECORP VBR: VBR CAGE PLATE PCP CERVICAL CAGE-PLATE: Expa
Slide 13: Dynamic Fusion Addresses Unmet Fusion Needs
Dynamic Fusion Addresses Unmet Fusion Needs *Dynamic Fusion: Load Sharing versus Load Bearing – Wolff’s Law: Bone Structure Adapts to the Loading Conditions RIGID FUSION: LOAD BEARING DYNAMIC FUSION: LOAD SHARING Isobar Standard of Care is Fusion Dynamic Fusion Addresses Unmet Needs and may Potentia
Slide 14: Dynamic Fusion: Differentiation within Fusion Market
Dynamic Fusion: Differentiation within Fusion Market One of the Largest & Most Unique Market Potentials is *Dynamic Fusion Non-Fusion Dynamic Fusion Fusion (Motion preserving) (Dynamic motion stabilization) (Motion stabilization) 10% of Market 70% of market 20% of market Progression of Degeneration
Slide 15: Strengthening of the Aging Spine Strategy
Strengthening of the Aging Spine Strategy The Fusion of Technology & Science AGING SPINE + DYNAMIC FUSION Enhances aging spine portfolio Build aging spine brand by introducing new technologies OUS prior to US launch – Distribution in more than 50 countries – Capitalize on aging spine investments: Os
Slide 16: Scient'x Globalizes Aging Spine Opportunity
Scient’x Globalizes Aging Spine Opportunity USA – Over 65 population to double to 70+ million by 2030 Globally… – Over 65 population to double to 1 billion by 2030 – 1/8 of world population will be over 65 by 2030 Dramatic increase in % of global population over 65 Scient’x distribution in 50+ count
Slide 17: Combined Company Product Portfolio
Combined Company Product Portfolio Meaningful Differentiation in Multiple Categories Lumbar Interbody Cervical VCF Biologics Core Products: Core Products: Core Products: Core Products: Core Products: • Zodiac • Novel • Trestle • Osseofix+ • VIP • TTL IN Interbody • Solanas Allografts • Xenon line •
Slide 18: Cross Selling Opportunity: Alphatec Global Access
Cross Selling Opportunity: Alphatec Global Access Alphatec benefits from: Distribution in over 50 countries Surgeon education and training Global surgeon societies OsseoFix Illico Europe Trestle MEA Solanas OsseoScrew Latin GLIF America Solus Helifix/Helifuse Other Asia Australia Not all products ar
Slide 19: Cross Selling Opportunity: Scient'x Product Access
Cross Selling Opportunity: Scient’x Product Access Scient’x product opportunity: US distribution Manufacturing Isobar Alphatec regulatory team PCB cage plate TeCorp USA DOS Dual dampener Not all products are currently approved for sale in the USA Slide 16
Slide 20: Combined Strength In Core Competencies
Combined Strength In Core Competencies Scale Drives Efficiencies Across all Operating Functions Scientific & Global Manufacturing Marketing R&D Clinical Distribution Education SCIENT’X ATEC COMBINED *Japan Slide 17
Slide 21: Pro forma Company Snapshot
Pro forma Company Snapshot Scient’x Alphatec Pro Forma Revenues (2009E) Total - $52M Total - $128-$130M Total - $180-$182M 10% 1% 3% 23% 15% US EU AP ROW 10% 14% 3% 19% 64% 57% 81% Gross Margin* 58% 66% 64% (2009E) Growth rate 10% (YTD09) 30% (YTD09) 25% (2009E) Distribution 180 reps 263 reps 443 re
Slide 22: Significant Synergies
Significant Synergies Maximizing Sales and Profitability Consolidate US headquarters Immediate Cost Consolidate SG&A ($2M + annualized potential) Synergies Purchasing contracts/supply chain management Elimination of redundancies Longer Term Manufacturing of Scient’x products Cost Synergies Direct sa
Slide 23: Financials (dollars in millions)
Financials (dollars in millions) Alphatec Spine Guidance 2009 Revenues: $128M-130M 2009 EBITDA: $12.5M-14.5M Fully Diluted Shares: 52.5M Scient’x Guidance 2009 Revenues: $52M 2009 EBITDA: $(2M) Pro Forma Combined Entity 2009 Revenues: $180M-$182M 2010* Revenues: $220M-$225M 2009 EBITDA: $10.5M-$12.5
Slide 24: CEO's Perspective: Opportunities Beyond Growth Initiatives
CEO’s Perspective: Opportunities Beyond Growth Initiatives Complementary Strategic Fit Positioning: enhances aging spine and adds cervical non fusion • Compete globally in multiple segments • Dynamic fusion is a powerful concept for aging spine Distribution - US vs. OUS • Global market presence • Ex
Slide 25: Highlights
Highlights Highlights of Acquisition Agreement • Creates global scale and presence to compete across major markets • Complements product portfolio with differentiated products in multiple segments • Expands focus on aging spine market segment • Provides immediate cross selling opportunities with sig
Slide 26: Important Additional Information Will Be Filed with the SEC
Important Additional Information Will Be Filed with the SEC • In connection with the proposed transaction, the Company will file a proxy statement with the SEC. The proxy statement will be mailed to stockholders of Alphatec and will contain important information about Alphatec, Scient’x, the transac
Slide 27: Use Non-GAAP Financial Measures
Use Non-GAAP Financial Measures • Alphatec provides its financial results in accordance with accounting principles generally accepted in the United States (GAAP). The Company also uses forward-looking non-GAAP financial measures in addition to and in conjunction with corresponding GAAP measures to h
Slide 28: Solutions For The Aging Spine
TM Solutions For The Aging Spine 5815 El Camino Real, Carlsbad, CA 92008 www.alphatecspine.com
Alphatec Holdings — Merger or Acquisition (December 2009) on 6ix