According to the Complaint, Exactech develops, manufactures and sells joint replacement devices, as well as related surgical instruments and biologic services. The joint replacement devices assist surgeons repairing or replacing damaged joints, while biologic solutions can repair bone defects and allow new growth. Biologic solutions can also be used with a joint replacement device. From 2012 through 2016, a significant majority of the Company’s sales were from products focused on extremities generally and the knee specifically.
On October 23, 2017, Exactech and TPG announced that they had entered into a definitive merger agreement (the “Merger Agreement”) pursuant to which TPG will acquire all the outstanding shares of common stock of Exactech for $42.00 per share. Exactech and TPG announced on December 4, 2017 that the Merger Agreement had been amended to reflect a new price of $49.25 per share (the “Merger Consideration”). The deal is valued at approximately $737 million and is expected to close in the first quarter of 2018.
The Complaint alleges that Defendants have violated the Exchange Act by causing a materially incomplete and misleading preliminary proxy statement (the “Proxy”) to be filed with the Securities and Exchange Commission (“SEC”) on December 4, 2017. The Complaint alleges that the Proxy is materially incomplete and contains misleading representations and information in violation of Sections 14(a) and 20(a) of the Exchange Act.
This case was voluntarily dismissed on April 30, 2018.