Issuance by Safe Orthopaedics of new ordinary shares as compensation for the contribution of shares of the company LCI Medical
- Final acquisition of 100% of the shares of LCI medical validated by the General Meeting held today
Eragny-sur-Oise, France, August 4th, 2020, 18h00 CEST – Safe Orthopaedics (FR0013467123 - ALSAF), a company specializing in the design and marketing of ready-to-use technologies for spinal surgeries, delivering the safest treatment of spinal fractures urgently treated, presents today the terms and conditions of the acquisition of the company LCI Medical.
On May 6th, 2020, Safe Orthopaedics announced it had entered into exclusive negotiations for the acquisition of the company LCI Medical, manufacturer of medical devices and historical and strategical supplier of Sage Orthopaedics. The acquisition of the totality of the securities of LCI Medical required payment in cash and in Safe Orthopaedics’ shares.
The Board of Director of Safe Orthopaedics approved on June 12th, 2020, this transaction and thus authorized the Chief Executive Officer to sign the share sale agreement and the contribution agreement, and has given its consent on the proposed capital increase as compensation for the contribution of shares of the company LCI Medical.
On June 16th, 2020, Safe Orthopaedics confirmed the acquisition of LCI Medical, materialized through the signing of (i) a share sale agreement for 3.672 shares of LCI Medical upon payment on cash, subject to conditions precedent (the “Sale”) and (ii) a in-kind contribution agreement whereby Jean-Marc Feige committed to the contribution of the 328 remaining shares as compensation for the delivery of Safe Orthopaedics’ securities (the “Contribution”).
On July 27th, 2020, Safe Orthopaedics announced the acquisition of 92% of LCI Medical shares from the associates of LCI Medical upon payment in cash.
The approval of the Contribution by the shareholders of Safe Orthopaedics has been postponed to August 4th, 2020, for lack of quorum for the holding of the Combined Annual General Assembly on July 24th, 2020. The Combined Annual General Meeting of the shareholders of the Company approved today the contribution in kind, its contribution and the resulting capital increase.
The terms and conditions of the Contribution are detailed below.
Reasons for the transaction
The Contribution of LCI Medical shares will allow Safe Orthopaedics to acquire 100 % of the share capital and of the voting rights of LCI Medical.
Parties to the Contribution
Issuer – Beneficiary of the Contribution