Integra LifeSciences Plans to Spin Off its Spine Division

Plainsboro, N.J.-based Integra LifeSciences Holdings Corp. is spinning off its spine business to create a new publicly traded company called SeaSpine—the name of a former acquisition—focused on spine hardware and orthobiologics.

In 2011, Integra acquired Vista, Calif.-based SeaSpine for $89 million in cash.

Integra will focus on specialty surgical solutions, orthopedics and tissue technologies. The portfolio realignment, according to company brass, is part of a larger transformation strategy that began in 2012 and centers on “optimizing the business and accelerating growth,” according to a release from the company.

“These strategic changes create a much stronger platform for organic growth and execution, and we believe both companies will grow faster separately than together,” said Peter Arduini, Integra’s president and CEO. “Moving forward, Integra will have a simpler, more focused structure from which to operate, which should improve our ability to achieve our longer-term growth and margin improvement objectives. Further, we believe these moves create exciting opportunities for our shareholders and both organizations.”

Integra officials said the separation will provide both companies with a faster top-line growth profile; allow the new SeaSpine to invest more in top-line growth initiatives, such as sales, marketing and R&D, and to access the capital markets; accelerate Integra’s operating margin expansion plans; and unlock equity value for Integra’s shareholders.

Under the proposed plan, the new spine business will operate as an independent, publicly held company with an estimated $140 million of trailing 12-month revenue as of Sept. 30, 2014. The new SeaSpine will consist of a portfolio of spinal hardware solutions, including unique interbody devices, minimally invasive surgery solutions, and deformity correction products, as well as IsoTis, a leading brand in orthobiologics, including a range of osteoconductive and osteoinductive solutions using
demineralized bone and synthetic matrices.

The transaction is expected to be completed within 12 months.

Integra’s board of directors plans to name Kirt Stephenson, former CEO and co-founder of SeaSpine, as chairman of the board of the new SeaSpine, which will operate out of the current locations in southern California.

“I’m excited about the opportunity to create another company focused on growth through new product development, strategic acquisitions and partnerships,” said Stuart Essig, Integra’s board chairman. “As a public company, SeaSpine will have a host of options to accelerate its growth and effectively invest in new business opportunities. The Board believes this will be achieved more fully as a standalone public company rather than through a strategic merger or divestiture of the business. Further, Rich Caruso, Integra’s founder, and I personally look forward to remaining shareholders of both great companies.”

In 2015, Integra expects to operate in three global business areas, which will become two business areas after giving effect to the spinoff:
• Orthopedic and Tissue Technologies, focused on extremities and wound care;
• Specialty Surgical Solutions, focused on neurosurgery and instruments; and
• Spine (ultimately to become independent), focused on spinal hardware and orthobiologics.

Dan Reuvers, corporate vice president and president, International, will continue to run a commercial management structure to prioritize and focus Integra’s sales and marketing investments in international markets. Robert T. Davis, Jr., corporate vice president and president, Specialty Surgical Solutions will lead the newly created division. Mark Augusti, corporate vice president and president, Orthopedics and Tissue Technologies, will have global responsibility for this division.

“These proposed changes represent a continued focus on optimizing and accelerating growth,” said Arduini. “We are excited about the opportunities for both companies and will provide updates on an ongoing basis as the transaction unfolds.”

The spinoff transaction is expected to take the form of a distribution that is tax-free to Integra shareholders of publicly traded stock in the new SeaSpine.