Subsequent Events

3 Months Ended

Mar. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

On May 4, 2022, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among CONMED, Odyssey Merger Sub, Inc., a Delaware corporation and newly formed wholly-owned subsidiary of CONMED (“Merger Sub”), In2Bones Global, Inc., a Delaware corporation (“In2Bones”), and Sheryl Moroschak, solely in her capacity as representative of In2Bones’ equity holders (the “Holder Representative”). Pursuant to the Merger Agreement, CONMED will acquire In2Bones by way of a merger of Merger Sub with and into In2Bones (the “Merger”), with In2Bones surviving the Merger as a wholly-owned subsidiary of CONMED.

Pursuant to the Merger Agreement, upon consummation of the Merger (the “Closing”), CONMED will pay In2Bones’ equity holders an aggregate upfront payment of $145 million in cash, as adjusted and payable pursuant to the Merger Agreement (the “Closing Purchase Price”). The adjustments to the Closing Purchase Price include, among others, (i) an upward adjustment for any cash held by In2Bones at the Closing, (ii) a downward adjustment for In2Bones’ outstanding indebtedness, transaction expenses and other related fees and expenses and (iii) an upward or downward adjustment, as applicable, networking adjustment based on a target range. The Merger Agreement also provides for earn-out payments to In2Bones’ equity holders in an amount up to $110 million based on the achievement of certain revenue targets for In2Bones products during the sixteen (16) successive quarters commencing on the first day of the first full quarter following the Closing date.