The Board of Directors of EOS imaging Issues a Favorable Reasoned Opinion Regarding the Proposed Cash Tender Offer Initiated by Alphatec Holdings, Inc.

Regulatory News:

EOS imaging (Euronext, FR0011191766 - EOSI - Eligible PEA-PME) ("EOS"), a leader in 2D/3D orthopedic medical imaging and software solutions for 3D anatomical modeling and surgical planning, announces that its Board of Directors met on March 4, 2021 and issued a favorable reasoned opinion regarding the proposed cash tender offer by Alphatec Holdings, Inc. (“ATEC”) for the shares and OCEANEs of EOS (the “Offer”).

The proposed price of EUR 2.45 per share reflects a premium of 40.8% on EOS share price as of market close on December 16, 2020 (last trading day before the announcement of the offer) and of 42.4%, 55.1% and 61.2% over the volume-weighted average share price of EOS over the last twenty, sixty and one hundred and twenty days respectively, preceding the announcement of the offer. With regards to the OCEANEs, the price of the offer is EUR 7.01 per OCEANE (attached coupon due on May 31, 2021) and EUR 6.81 per OCEANE (ex-dividend coupon due on May 31, 2021), offering a premium of respectively 13,7% and 10.4% on the closing quotation price of the OCEANEs on December 16, 2020.

In the context of the offer, EOS has communicated its reforecast for the 2020 fiscal year. Thus, for the 2020 fiscal year, the net loss amounts to EUR 10.9 million and the amount of the net financial debt at December 31, 2020 amounts to EUR 16.3 million^1,2.

The Board of Directors acknowledged the intentions expressed by ATEC in its draft offer document and the favorable opinion issued by EOS's Comité Social et Economique (“CSE”). It also took note of the fairness opinion of Accuracy as independent expert that concludes that the offer is fair from a financial point of view for the shareholders and the holders of OCEANEs.

The ad hoc committee made up of two independent members of the Board of Directors or who are not in a situation of conflict of interest in relation to the offer, met on several occasions with the independent expert. Having completed its work, the ad hoc committee recommended for the Board of Directors to issue a favorable reasoned opinion regarding the offer and to recommend the shareholders and to the bondholders to tender their shares and OCEANEs into the offer.

Taking into account in particular the fairness opinion, the favorable opinion issued by the CSE and the positive recommendation of the ad hoc committee, the Board of Directors, by a unanimous vote³, considered that the offer is in the interest of EOS, of its shareholders and bondholders to which it offers immediate and full liquidity under favorable price conditions, and of its employees. Consequently, it issued a favorable opinion regarding the offer and recommended to the shareholders and to the bondholders to tender their shares and OCEANEs into the offer.