DEFA14A: Globus Medical to Acquire Nevro Corp. in $3 Billion Deal

Nevro Corp. and Globus Medical have announced a definitive agreement for Globus Medical to acquire Nevro, creating a combined medical technology leader with approximately $3 billion in annual sales.

Summary

• Nevro Corp. and Globus Medical announced on February 6, 2025, that they have entered into a definitive agreement for Globus Medical to acquire Nevro.
• The transaction is expected to close in the second quarter of 2025.
• The acquisition will create a combined medical technology leader with approximately $3 billion in annual sales across over 60 countries.
• Nevro will continue to operate as a separate and independent company until the transaction is completed.
• A special stockholder meeting will be announced to obtain Nevro stockholder approval in connection with the proposed transaction.

Sentiment

Score: 7

Explanation: The document conveys a positive outlook regarding the acquisition, highlighting the benefits for both companies and their stakeholders. However, it also acknowledges potential risks and uncertainties associated with the transaction, preventing a higher sentiment score.

Positives

• The acquisition is expected to create a stronger platform for Nevro to build on its prior success in the Italian market.
• The combined company will have increased resources for investments and future pipeline development.
• Globus Medical shares Nevro's commitment to developing innovative technologies to improve the quality of life for patients suffering from chronic pain.
• The acquisition will enable Nevro to bring products to the market that deliver superior health outcomes supported by unparalleled clinical evidence, physician education and clinical research for the Italian neuromodulation sector.

Risks

• The proposed transaction may not be completed in a timely manner or at all.
• Required regulatory approvals may not be obtained, may be delayed, or may be subject to unanticipated conditions.
• The anticipated benefits of the proposed transaction may not be realized.
• Competing offers or acquisition proposals for Nevro may be made.
• Various conditions to the consummation of the merger may not be satisfied or waived.
• The announcement or pendency of the merger may affect Nevro's ability to retain and hire key personnel, or its operating results and business generally.

Future Outlook

The acquisition is expected to close in the second quarter of 2025, creating a combined medical technology leader.

Management Comments

• Sophie Halliwell, Vice President and General Manager, Commercial International, Nevro Medical Ltd., said that the combination with Globus Medical will further enable Nevro's ability to bring products to the market that deliver superior health outcomes.
• Federico Ferrari, CEO of Theras Lifetech, said that the acquisition will enable many more investments and will accelerate future pipeline development.

Industry Context

This acquisition reflects a trend of consolidation in the medical device industry, where larger companies are acquiring smaller, innovative firms to expand their product portfolios and market reach.

Comparison to Industry Standards

• Globus Medical, with the acquisition of Nevro, aims to compete more effectively with other major players in the musculoskeletal and neuromodulation fields, such as Medtronic and Boston Scientific.
• The combined entity's $3 billion in annual sales positions it as a significant competitor in the global medical technology market.
• Nevro's focus on spinal cord stimulation and SI joint fusion complements Globus Medical's existing portfolio in spine, orthopedic trauma, and joint reconstruction.

Stakeholder Impact

• Shareholders: Nevro stockholders will vote on the proposed transaction.
• Employees: The merger may impact Nevro's ability to retain and hire key personnel.
• Customers: The acquisition is expected to provide an even stronger platform from which Nevro can build on its prior success.
• Patients: The acquisition is expected to improve outcomes and quality of life for patients.

Next Steps

• Nevro will hold a special stockholder meeting to obtain approval for the proposed transaction.
• The companies will work to satisfy the closing conditions for the transaction, including obtaining required regulatory approvals.
• Nevro will continue to operate as a separate and independent company until the transaction is completed.

Key Dates

Keywords

Nevro, Globus Medical, acquisition, merger, spinal cord stimulation, neuromodulation, chronic pain, medical device, SCS, HFX, Theras Lifetech