On January 5, 2023, the Company and SeaSpine completed an all-stock merger of equals (the "Merger") to create a global medical technology company that provides medical technologies that heal musculoskeletal pathologies, and delivers exceptional experiences and life-changing solutions to patients around the world. As a result of the Merger, each share of SeaSpine common stock issued and outstanding immediately prior to the closing of the Merger was converted into the right to receive 0.4163 shares of Orthofix common stock.

The Company finalized its valuation of assets acquired and liabilities assumed during the fourth quarter of 2023. Certain acquired assets and liabilities assumed were valued utilizing Level 3 inputs and assumptions.


(U.S. Dollars, in thousands)	Final Acquisition Date Fair Value		Assigned Useful Life
Assets acquired:
Current assets
Cash and cash equivalents	$	29,419
Accounts receivable, net		35,313
Inventories		132,636
Prepaid expenses and other current assets		4,590
Total current assets		201,958
Property, plant, and equipment, net		68,863
Customer relationships		33,100	13 years
Developed technology		47,200	6 - 8 years
In-process research and development ("IPR&D")		5,750	Indefinite
Other long-term assets		20,501
Total identifiable assets acquired	$	377,372

Liabilities assumed:
Current liabilities
Accounts payable	$	21,602
Other current liabilities		43,521
Total current liabilities		65,123
Long-term borrowings under SeaSpine credit facility		26,298
Other long-term liabilities		32,823
Total liabilities assumed		124,244
Net identifiable assets acquired	$	253,128
Total fair value of consideration transferred		376,745
Residual goodwill	$	123,617

The Company did not recognize any direct acquisition-related costs, which exclude integration-related activities, during the year ended December 31, 2024, however, the Company recognized $9.9 million in such costs that were expensed during the year ended December 31, 2023. These costs are included in the consolidated statements of operations and comprehensive loss, primarily within general and administrative expenses. The Company's results of operations included $294.0 million of net sales from SeaSpine for the year ended December 31, 2024, and a net loss attributable to SeaSpine of $63.4 million for the year ended December 31, 2024. The Company's results of operations included $258.9 million of net sales from SeaSpine for the year ended December 31, 2023, and a net loss attributable to SeaSpine of $84.0 million for the year ended December 31, 2023.

Due to the consummation of the Merger occurring on January 5, 2023, all SeaSpine financial results for fiscal year 2023, except for the first four days of January, were included in the Company's condensed consolidated statement of operations and comprehensive loss. Therefore, the Company did not prepare unaudited pro forma financial information for the year ended December 31, 2023 or 2024, on the basis that the Merger was completed on January 1, 2023.

The Company has incurred significant integration and restructuring costs in connection with the Merger. The following table summarizes integration costs incurred for the year ended December 31, 2024, and 2023.


	For the Year Ended December 31,
(U.S. Dollars, in millions)	2024		2023
Compensation-related integration costs	$	4.0	$	17.7
International spine restructuring		0.5		1.3
Fee paid to financial advisor to the Merger		—		5.5
Professional fees / consulting fees		2.1		5.8
Product rationalization charges		9.7		6.0
Other costs		1.5		1.4
Total	$	17.8	$	37.7

After the consummation of the Merger, the Company approved and initiated certain restructuring activities to streamline costs and to better align talent with operational needs, including review of the Company's international spine business. As reported in the prior year, the Company expected to incur total pre-tax expenses of approximately $18.2 million associated with restructuring activities, which were recognized in operating expenses and resulted in accrued liabilities of $7.0 million as of December 31, 2023. The Company paid all remaining liabilities related to these activities in 2024, which primarily related to severance and retention payments.