Investor Presentation
February 25, 2015
Filed by Wright Medical Group, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Wright Medical Group, Inc.
Commission File No.: 001-35823 |
This
presentation includes forward-looking statements. These forward-looking statements generally can be identified by the use of
words such as anticipate,
expect,
plan,
could,
may,
will,
believe,
estimate,
forecast,
goal,
project,
and other words of
similar meaning. Forward-looking statements in this presentation include,
but are not limited to, statements about our outlook for our expected
financial
results
for
2015;
statements
about
the
approvable
status
and
anticipated
final
PMA
approval
of
Augment
®
Bone
Graft and the anticipated positive effects of such; and statements about the timing
and anticipated benefits of the previously announced merger with
Tornier. Each forward-looking statement contained in this presentation is subject to risks and uncertainties that could
cause
actual
results
to
differ
materially
from
those
expressed
or
implied
by
such
statement.
Applicable
risks
and
uncertainties
include,
among others, uncertainties as to the timing of the Tornier transaction;
uncertainties as to whether Tornier shareholders and Wright shareholders
will approve the transaction; the risk that competing offers will be made; the possibility that various closing conditions for
the
transaction
may
not
be
satisfied
or
waived,
including
that
a
governmental
entity
may
prohibit,
delay
or
refuse
to
grant
approval
for
the consummation of the transaction, or the terms of such approval; the effects of
disruption from the transaction making it more difficult to maintain
relationships with employees, customers, vendors and other business partners; the risk that shareholder litigation in
connection with the transaction may result in significant costs of defense,
indemnification and liability; other business effects, including the effects
of industry, economic or political conditions outside of Wrights or Torniers control; the failure to realize synergies and cost-
savings from the transaction or delay in realization thereof; the businesses of
Wright and Tornier may not be combined successfully, or such
combination
may
take
longer,
be
more
difficult,
time-consuming
or
costly
to
accomplish
than
expected;
operating
costs
and
business disruption following completion of the transaction, including adverse
effects on employee retention and on Wrights and Torniers
respective business relationships with third parties; transaction costs; actual or contingent liabilities; the adequacy of the
combined
companys
capital
resources;
failure
or
delay
in
ultimately
obtaining
FDA
approval
of
Wrights
Augment
®
Bone
Graft
for
commercial
sale
in
the
United
States,
failure
to
achieve
the
anticipated
benefits
from
approval
of
Augment
®
Bone
Graft,
and
the
risks
identified
under
the
heading
Risk
Factors
in
Wrights
Annual
Report
on
Form
10-K,
which
was
filed
with
the
SEC
on
February
26,
2015,
and
Torniers
Annual
Report
on
Form
10-K,
filed
with
the
SEC
on
February
24,
2015,
as
well
as
both
companies
subsequent
Quarterly Reports on Form 10-Q and other information filed by each company with
the SEC. Investors should not place considerable reliance on the
forward-looking statements contained in this presentation. You are encouraged to read Wrights and Torniers filings
with the SEC, available at www.sec.gov, for a discussion of these and other risks
and uncertainties. The forward-looking statements in this
presentation
speak
only
as
of
the
date
of
this
release,
and
Wright
undertakes
no
obligation
to
update
or
revise
any
of
these
statements. Wrights business is subject to substantial risks and
uncertainties, including those referenced above. Investors, potential
investors,
and
others
should
give
careful
consideration
to
these
risks
and
uncertainties.
Cautionary Note Regarding Forward-Looking
Statements 2
|
Wright
and Tornier use non-GAAP financial measures, including EBITDA, as adjusted. Their respective
management
teams
believe
that
the
presentation
of
these
measures
provides
useful
information
to
investors and that these measures may assist investors in evaluating their
respective companys operations, period over period. EBITDA is
calculated by adding back to net income charges for interest, income taxes
and depreciation and amortization expenses. While it is not possible to reconcile the
adjusted EBITDA forecast in this presentation to the nearest metric under U.S.
generally accepted accounting principles (GAAP) of the combined business
without unreasonable effort, the adjusted EBITDA forecast excludes
non-cash stock based compensation expense and non-operating income and expense,
as well as the expected impact of such items as transaction and transition costs,
impacts from the sale of Wrights OrthoRecon business and costs
associated with distributor conversions and non-competes, all of
which
may
be
highly
variable,
difficult
to
predict
and
of
a
size
that
could
have
substantial
impact
on
the
combined companys reported results of operations for a period. Investors
should consider these non- GAAP measures only as a supplement to, not as
a substitute for or as superior to, measures of financial performance
prepared in accordance with GAAP. Note on Non-GAAP Financial
Measures 3 |
In
connection with the proposed merger, Tornier has filed with the U.S. Securities and Exchange Commission (SEC) a
registration statement on Form S-4 that includes a preliminary joint proxy
statement of Wright and Tornier that also constitutes a preliminary
prospectus of Tornier. The registration statement is not complete and will be further amended.
Wright and Tornier will make the final joint proxy statement/prospectus available
to their respective shareholders. Investors are urged to read the final
joint proxy statement/prospectus when it becomes available, because it will contain
important information. The registration statement, definitive joint proxy
statement/prospectus and other documents filed by Tornier and Wright with
the SEC will be available free of charge at the SECs website (www.sec.gov) and from Tornier
and Wright. Requests for copies of the joint proxy statement/prospectus and other
documents filed by Wright with the SEC may be made by contacting Julie D.
Tracy, Senior Vice President and Chief Communications Officer by phone at
(901) 290-5817 or by email at julie.tracy@wmt.com, and request for copies
of the joint proxy statement/prospectus and other
documents
filed
by
Tornier
may
be
made
by
contacting
Shawn
McCormick,
Chief
Financial
Officer
by
phone
at
(952) 426-7646 or by email at shawn.mccormick@tornier.com.
Important Additional Information and Where To Find It
4
Wright, Tornier, their respective directors, executive officers and employees may be deemed to be
participants in the solicitation of proxies from Wrights and Torniers respective
shareholders in connection with the proposed transaction. Information about the directors and
executive officers of Wright and their ownership of Wright stock is set forth in Wrights
annual report on Form 10-K for the fiscal year ended December 31, 2014, which was filed with the
SEC on February 26, 2015, and its proxy statement for its 2014 annual meeting of stockholders,
which was filed with the SEC on March 31, 2014. Information regarding Torniers directors
and executive officers is contained in Torniers annual report on Form 10-K for the
fiscal year ended December 28, 2014, which was filed with the SEC on February 24, 2015, and its proxy statement
for its 2014 annual general meeting of shareholders, which was filed with the SEC on May 16, 2014.
These documents can be obtained free of charge from the sources indicated above. Certain
directors, executive officers and employees of Wright and Tornier may have direct or indirect
interest in the transaction due to securities holdings, vesting of equity awards and rights to
severance payments. Additional information regarding the participants in the solicitation of Wright
and Tornier shareholders will be included in the joint proxy statement/prospectus. |
Recent
Updates
Completed successful $632.5 million convertible debt offering:
Maturity: February 15, 2020
Coupon: 2.00%
Effective conversion price: $40.00
Added ~$275 million in cash to balance sheet
Received Second Request from FTC in connection with proposed
merger with Tornier:
All products identified are lower extremity products and accounted for, in
the
aggregate,
global
revenue
~$21
million
/
U.S.
revenue
~$14.9
million
Time to close is important, so Company has begun taking steps to
explore divestiture option for lower extremity products
Economics and strategic rationale of transaction will not materially be
affected
2Q 2015 close possible, but best-case scenario
5 |
The New
Wright Medical: Global Leader in Extremities-Biologics
Global
Extremities-
Biologics
market
~$8B
Wright Medical
position in
Extremities market
post Tornier merger
Wright Medical
growth rate
vs. the market
#1
~2X
6 |
Agenda
Strong Performance Record
Augment
®
Approval: A Game Changer
Pending Transaction Creates Premier
High-Growth Extremities-Biologics Company
The Future: Outperforming
in Growth Markets
7 |
Entering
a New Growth Era 2012
2014
Future
2011
Multiple markets,
slow growth
Repositioned as
high growth, pure
play in Extremities
Transformational merger,
global powerhouse in
Extremities-Biologics
8 |
Strategic Priorities
Global leader
in
Extremities
Improve sales force productivity
Customer conversion process
International expansion
Rapid
Augment
®
adoption
(once
approved)
1.
Accelerate
Global
Revenue
Growth
World class supply chain
(cost & inventory)
2.
Improve
Gross
Margin and
Inventory
Successful merger integration
Leverage corporate costs
Leverage U.S. sales and
marketing investments
3.
Improve
EBITDA
Key Priorities
Execute an effective compliance program and
continue to successfully execute CIA
= 2015 Vital Few Initiative
9 |
Focused
on Higher Growth Segments of the Orthopedics Market
Source: 2014 iData Research Inc., 2013 Millennium Research Group, 2012 Life
Science Intelligence, Management Estimates Wright Medical focus
Tornier
10
10%
7-8%
7%
8-9%
6%
3-4%
3%
2-3%
Foot &
Ankle
Sports
Medicine
Biologics
Upper
Extremities
Trauma
Knee
Spine
Hip |
RESULTS:
Created Extremities Pure Play with Strong Momentum
Primary Focus: Foot & Ankle
(Breakdown of 2014 Sales)
Foot &
Ankle
Upper
Extremity
Biologics
Other
66%
9%
22%
3%
Growth in line with goals
Strong Sales Momentum
(Continuing Operations)
~20%
CAGR
11
$214M
$242M
$298M
2012
2013
2014 |
Agenda
Strong Performance Record
Augment
®
Approval: A Game Changer
Pending Transaction Creates Premier
High-Growth Extremities-Biologics Company
The Future: Outperforming
in Growth Markets
12 |
Augment
®
Bone Graft
A Breakthrough Product
First clinically proven, cost-effective alternative
to autograft for ankle and/or hindfoot fusion indications
Demonstrates equivalent safety & efficacy with less pain
Only synthetic growth factor to market in last 10 years
Bone repair
Soft tissue
indications
(tennis elbow & rotator cuff repair)
Recombinant human platelet-derived growth factor
(rh-PDGF) stimulates bone formation
Provides a scaffold for new bone growth
Avoids unwanted bone formation in surrounding tissues
observed with BMP-based products
Unique
Solution
Breakthrough
Biologic
Platform for
Future
Growth
13 |
Augment
®
A High Potential Platform Technology
Bone
Soft Tissue
Market potential (US)
$300M
Market potential (US)
$1B+
Ankle Fusion
Hindfoot Fusion
Chronic
Tendinopathy
(Tennis Elbow)
Rotator Cuff
Repair
1
st
Target
Market
Approval anticipated 1H of 2015
Companys
2015
guidance
includes
U.S.
Augment
®
revenue of $10 million to $12 million assuming approval
of Augment
®
Bone Graft by mid-2Q 2015
Future
rh-PDGF
Clinical
Study
Opportunities
14 |
Agenda
Strong Performance Record
Augment
®
Approval: A Game Changer
Pending Transaction Creates Premier
High-Growth Extremities-Biologics Company
The Future: Outperforming
in Growth Markets
15 |
Transaction Overview
All stock
combined equity value of ~$3.3B at announcement
combined entity will be incorporated in the Netherlands
combined company ownership: 52% Wright / 48% Tornier
Transaction is subject to customary closing conditions, including:
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
Wright and Tornier shareholder approval
Second quarter 2015 closing still possible, but best-case scenario
16 |
Tornier
at A Glance
Extremities company with leadership
position in Upper Extremities
NASDAQ: TRNX
HQ in Netherlands; operations run out of
U.S., France and Ireland
2014 revenue: $345M
Products sold in 45 countries
~42% of revenue outside U.S.
1,076 employees globally
Aequalis Ascend
Flex Shoulder System
Latitude EV Elbow
Prosthesis
Salto Talaris Total
Ankle Prosthesis
CannuLink Intraosseous
Fixation System
Sports Med
& Biologics
Upper
Extremity
62%
17%
17%
4%
Lower
Extremity
Large
Joint
Primary Focus: Upper Extremity
(Breakdown of 2014 Sales)
17 |
A
D
V
A
N
T
A
G
E #
1
Combination Creates Most Comprehensive
Upper and Lower Extremity Product Portfolio
Upper Extremities
Upper Extremities
Lower Extremities
Lower Extremities
9%
of revenue
62%
of revenue
66%
of revenue
17%
of revenue
Complementary Product
Portfolios
Market leading
positions
in high-growth
markets
18 |
A
D
V
A
N
T
A
G
E #
2
Combining Two Innovative Companies Enhances
Future Growth Prospects
INFINITY
®
Total Ankle
Replacement System
Recent
Product
Launches
PRO-TOE
®
offering for Hammertoe
correction
Recent
Product
Launches
Aequalis
Ascend Flex
convertible shoulder
platform
Phantom Fiber
high strength
resorbable suture
Reverse
Threaded
Baseplate
19
Dedicated R&D will power innovation across combined portfolio
|
A
D
V
A
N
T
A
G
E #
3
Accelerates Growth Opportunities in Three Large,
Fast Growing Markets
Market Growth
(2014-2018 CAGR)
Upper
Extremity
Lower
Extremity
Biologics
~$7.9B
$5.5B
Augment
®
Bone Graft launch;
Cross-sell Biologics across
expanded Extremities portfolio
Leverage scale across
geographies and categories
Expanded Opportunities
Wright Medical enters
Upper Extremities market with
leadership position in shoulder
8-9%
8-10%
20
5-6%
2014
2018 |
A
D
V
A
N
T
A
G
E #4
Creates Mid-Size Growth Company with Stronger
Financial Profile
Scale and scope to accelerate path to profitability
Upper
Extremity
Lower
Extremity
Biologics &
Sports Med
Large Joints
& Other
~$298M
~$345M
Combined Sales
$600M+
37%
Upper
Extremity
40%
Lower
Extremity
12%
Bio*
11%
Lg Joints
Solid Financial Profile
Revenue Breakdown
(2014 revenue)
*Excludes Augment
®
Bone Graft
21
Once integrated:
Accretive to combined
adj.
EBITDA
in
2
nd
full
year
post merger
Annual cost synergies of
$40M-$45M by year 3
Adj. EBITDA margins
approaching 20% in
3-4 years
High 70s% gross margin
Mid-teens revenue growth |
Unique
Positioning Will Continue to Set Us Apart V I S I O N
Premier High-Growth Extremities-Biologics Company
SPECIALIZED
SALESFORCES
TECHNOLOGY
LEADER
GLOBAL
FOOTPRINT
Dedicated to serving the needs of specialty surgeons
22 |
Agenda
Strong Performance Record
Augment
®
Approval: A Game Changer
Pending Transaction Creates Premier
High-Growth Extremities-Biologics Company
The Future: Outperforming
in Growth Markets
23 |
Longer
Term Continue to Execute Proven Strategy
Completely focused:
Extremities-Biologics technology leader
1
Specialized sales forces:
Drive productivity
2
International expansion:
Key market focus, drive adoption
3
New product launches:
Augment
®
breakthrough product
4
Sustainable, high-growth
Extremities market growing
in 8-10% range
Time
$
24 |
Priorities Next 1-2 years
Ensure smooth integration
-
integration planning is underway
Continue to execute our operating initiatives
-
including sales productivity, new product
launches, medical education
Launch Augment
®
Bone Graft in U.S.
-
Subject to FDA approval
25
Close merger with Tornier
-
2Q 2015 close possible, but best-case scenario |
A
C
L
O
S
E
R
L
O
O
K
A
T
K
E
Y
I
N
I
T
I
A
T
I
V
E
S
Strong Pipeline of New Product Introductions
AUGMENT
®
Bone Graft
Proven therapeutic option
$300M U.S. market opportunity
Pending FDA approval
2014
2015
2016
INFINITY
®
Total Ankle System
Third generation design
Further penetrate end-stage ankle
arthritis market opportunity
SIMPLICITI
Will be first minimally invasive shoulder
option in U.S.
$200M-$250M market opportunity
In rollout
2017
Launch Date
26
Physician testing anticipated in 2015
Pending FDA clearance
INVISION
Revision System |
A
CLOSER LOOK AT MERGER: Clear Line of Sight to Deliver Cost Synergies from
Merger
Public company expenses
Overlapping support functions
Overlapping systems
Vendor consolidation
Process improvement
Key Synergy Areas
Year 3
Annual Cost
Synergies:
$40M-$45M
27 |
Advancing Toward Our Goals
28
Goals
Once Integrated With Tornier
Sales growth
Mid teens
Gross Margin
High 70s% range
Adj. EBITDA margin
Adj. EBITDA margins approaching
20% in 3 to 4 years |
Revenue
(1, 2)
Adj. EBITDA
(1)
$325M to $335M
$(27M) to $(22M)
2015 Guidance for Wright Standalone Company
29
1
Guidance range communicated on 2/25/2015. The fact that we include these
projections in this presentation should not be taken to mean
that
these
amounts
continue
to
be
our
projections
as
of
any
subsequent
date.
2
Guidance
range
is
on
standalone
Company
basis
and
assumes
final
approval
of
Augment
®
Bone
Graft
by
mid-Q2
of
2015.
Represents
constant
currency
growth
of
13%
to
16%
from
2014.
Range
assumes
U.S.
Augment
®
revenue
of
$10
million
to
$12
million
and
a
negative
impact
from
currency
of
approximately
$12
million,
or
4%,
reflecting
the
recent
strengthening
of
the
U.S.
dollar
as
compared
to 2014,
and excludes any potential dis-synergies from the pending merger with
Tornier. |
I
N S U M M A R Y
The New Wright Medical: Global Leader in Extremities
30
Solid Performance Record
Augment
®
Approval:
A Game Changer
Pending Transaction
Creates Premier Extremities-
Biologics Company
The Future: Outperforming
in Growth Markets
Unmatched capabilities,
unique mid-cap growth asset
Built market leader
Multiple growth drivers,
accelerated path to profitability
High potential platform technology |
Investor Presentation
February 25, 2015 |