S-4
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As filed with the Securities and Exchange Commission on March 10, 2023

Registration No. 333-                    

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

GLOBUS MEDICAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   3841   04-3744954
(State or other jurisdiction of   (Primary Standard Industrial   (I.R.S. Employer
incorporation or organization)   Classification Code Number)   Identification Number)

2560 General Armistead Avenue

Audubon, PA 19403-5214

(610) 930-1800

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

Daniel T. Scavilla

Chief Executive Officer and President

Globus Medical, Inc.

2560 General Armistead Avenue

Audubon, PA 19403-5214

(610) 930-1800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

  Copies to:   David A. Katz, Esq.
Rachael M. Bushey, Esq.   Nathaniel B. Sisitsky   Karessa L. Cain, Esq.
Jennifer L. Porter, Esq.   Senior Vice President, General Counsel and   Wachtell, Lipton, Rosen & Katz
Laura K. Umbrecht, Esq.   Corporate Secretary   51 West 52nd Street
Goodwin Procter LLP   NuVasive, Inc.   New York, NY 10019
2929 Arch Street, Suite 1700   7475 Lusk Boulevard   (212) 403-1000
Philadelphia, PA 19104   San Diego, CA 92121  
(445) 207-7800   (858) 638-5502  

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the combination described in the enclosed joint proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

 

  Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

  Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

 

 

 


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The information in this document is not complete and may change. The registrant may not complete the offer and issue these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This document is not an offer to sell these securities, and the registrant is not soliciting an offer to buy these securities, in any state or jurisdiction in which such offer is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION, DATED MARCH 10, 2023

 

LOGO

  

LOGO

MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

Dear Stockholders of Globus Medical, Inc. and Stockholders of NuVasive, Inc.:

As previously announced, Globus Medical, Inc. (“Globus”), NuVasive, Inc. (“NuVasive”) and Zebra

Merger Sub, Inc., a wholly owned subsidiary of Globus (“Merger Sub”), entered into an Agreement and Plan of Merger, dated as of February 8, 2023 (and as amended from time to time, the “Merger Agreement”), pursuant to which Merger Sub will merge with and into NuVasive, with NuVasive continuing as the surviving corporation and becoming a wholly owned subsidiary of Globus (the “Merger”). Upon consummation of the Merger, each issued and outstanding share of common stock of NuVasive (“NuVasive Common Stock”), $0.001 par value per share, will be converted into the right to receive 0.75 shares (the “Exchange Ratio”) of Class A common stock of Globus (“Globus Class A Common Stock”), par value $0.001 per share, and cash in lieu of fractional shares. This Exchange Ratio will not be adjusted for changes in the market price of either NuVasive Common Stock or Globus Class A Common Stock between the date of signing of the Merger Agreement and consummation of the Merger. Because the share price of Globus Class A Common Stock will fluctuate between the date of signing and the completion of the Merger, and because the Exchange Ratio is fixed and will not be adjusted to reflect changes in the share price of Globus Class A Common Stock or NuVasive Common Stock, the value of the shares of Globus Class A Common Stock received by NuVasive stockholders in the Merger may differ from the implied value based on the share price on the date of signing of the Merger Agreement or the date of the joint proxy statement/prospectus. We urge you to obtain current share price quotations for Globus Class A Common Stock and NuVasive Common Stock.

Immediately following the effective time of the Merger, NuVasive stockholders are expected to own approximately 28% of the outstanding capital stock of Globus, and Globus’s pre-Merger stockholders are expected to own approximately 72% of the outstanding capital stock of Globus, each calculated based on the companies’ fully diluted market capitalizations as of the date of signing of the Merger Agreement. NuVasive Common Stock is currently listed on the NASDAQ Global Select Market (“Nasdaq”) under the symbol “NUVA” and Globus Class A Common Stock is currently listed on the New York Stock Exchange (“NYSE”) under the symbol “GMED.” Following the Merger, Globus Class A Common Stock will continue to be listed on NYSE under Globus’s current symbol, “GMED.” Following the consummation of the Merger, NuVasive Common Stock will no longer be listed on any stock exchange or quotation system, and NuVasive will cease to be a publicly traded company. Globus will continue as the combined company, with NuVasive as its wholly owned subsidiary.

After the Effective Time of the Merger, David C. Paul, Executive Chairman of the Globus Board, and his affiliates, are expected to hold approximately 66% of the outstanding voting power of the combined company. As a result, Globus is expected to continue to be a “controlled company” within the meaning of the NYSE rules and may elect to take advantage of certain “controlled company” exemptions. For a discussion of governance matters after the Merger, please refer to the section titled “The Merger—Governance Matters After the Merger” beginning on page 107.

 

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To obtain the approvals of the NuVasive stockholders and the Globus stockholders required in connection with the Merger, NuVasive will hold a special meeting of its stockholders (the “NuVasive Special Meeting”) and Globus will hold a special meeting of its stockholders (the “Globus Special Meeting”).

At the NuVasive Special Meeting, NuVasive stockholders will be asked to consider and vote on, among other things, a proposal to adopt the Merger Agreement (the “NuVasive Merger Proposal”).

At the Globus Special Meeting, Globus stockholders will be asked to consider and vote on, among other things, the issuance of shares of Globus Class A Common Stock in connection with the Merger (such issuance, the “Share Issuance”, and such proposal, the “Globus Share Issuance Proposal”).

We cannot consummate the Merger unless the stockholders of NuVasive approve the NuVasive Merger Proposal and the stockholders of Globus approve the Globus Share Issuance Proposal, each as described in the accompanying joint proxy statement/prospectus. Your vote is very important, regardless of the number of shares you own.

Whether or not you expect to attend either the NuVasive Special Meeting or the Globus Special Meeting, please submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at the NuVasive Special Meeting or Globus Special Meeting, as applicable.

The NuVasive Board of Directors (the “NuVasive Board”) has carefully considered and unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of NuVasive and its stockholders. The NuVasive Board unanimously recommends that NuVasive stockholders vote “FOR” the NuVasive Merger Proposal and “FOR” each of the other proposals to be considered at the NuVasive Special Meeting and described in the accompanying joint proxy statement/prospectus.

The Globus Board of Directors (the “Globus Board”) has carefully considered and unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger and the Share Issuance, and determined that the Merger Agreement and the transactions contemplated thereby, including the Merger and the Share Issuance, are advisable, fair to and in the best interests of Globus and its stockholders. The Globus Board unanimously recommends that Globus stockholders vote “FOR” the Globus Share Issuance Proposal and “FOR” each of the other proposals to be considered at the Globus Special Meeting and described in the accompanying joint proxy statement/prospectus.

The obligations of NuVasive and Globus to consummate the Merger are subject to the satisfaction or waiver of several conditions set forth in the Merger Agreement, including receipt of stockholder approval for the proposals described above. The accompanying joint proxy statement/prospectus contains detailed information about NuVasive, Globus, the NuVasive Special Meeting, the Globus Special Meeting, the Merger Agreement, the Merger and the other business to be considered by the NuVasive stockholders and Globus stockholders at the NuVasive Special Meeting and the Globus Special Meeting, respectively.

NuVasive and Globus encourage you to read the accompanying joint proxy statement/prospectus carefully and in its entirety. In particular, you should read the “Risk Factors” section beginning on page 22 of the accompanying joint proxy statement/prospectus for a discussion of the risks you should consider in evaluating the Merger and the Share Issuance and how they may affect you.

 

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On behalf of the NuVasive Board and the Globus Board, thank you for your consideration and continued support.

 

Daniel J. Wolterman    David C. Paul
Chair of the Board    Chair of the Board and Executive Chair
NuVasive, Inc.    Globus Medical, Inc.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger, the securities to be issued in connection with the Merger or any other transaction described in the accompanying joint proxy statement/prospectus or passed upon the adequacy or accuracy of the disclosure in the accompanying joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The accompanying joint proxy statement/prospectus is dated             , 2023 and is first being mailed to the NuVasive stockholders and Globus stockholders on or about             , 2023.

 

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LOGO

GLOBUS MEDICAL, INC.

2560 General Armistead Avenue

Audubon, PA 19403-5214

(610) 930-1800

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON             , 2023

Notice is hereby given that Globus Medical, Inc. (“Globus”) will hold a special meeting of its stockholders

(the “Globus Special Meeting”) at                     local time, on             , 2023, at Globus’s corporate headquarters located at Valley Forge Business Center, 2560 General Armistead Avenue, Audubon, Pennsylvania 19403. On February 8, 2023, Globus, NuVasive, Inc. (“NuVasive”) and Zebra Merger Sub, Inc., a wholly owned subsidiary of Globus (“Merger Sub”), entered into an Agreement and Plan of Merger, dated as of February 8, 2023 (and as amended from time to time, the “Merger Agreement”), pursuant to which Merger Sub will merge with and into NuVasive, with NuVasive surviving as a wholly owned subsidiary of Globus (the “Merger”). The accompanying proxy materials include instructions on how to participate in the meeting and how you may vote your shares of Globus Common Stock.

At the Globus Special Meeting, you will be asked to consider and vote upon the following proposals:

 

  1.

Globus Share Issuance Proposal. To approve the issuance (the “Share Issuance”) of shares of Class A common stock (“Globus Class A Common Stock”), par value $0.001 per share, of Globus in connection with the Merger (the “Globus Share Issuance Proposal”); and

 

  2.

Globus Adjournment Proposal. To approve adjournments of the Globus Special Meeting from time to time, if necessary or appropriate, including to solicit additional proxies in favor of the Globus Share Issuance Proposal if there are insufficient votes at the time of such adjournment to approve such proposal (the “Globus Adjournment Proposal” and, together with the Globus Share Issuance Proposal, the “Globus Proposals”).

These proposals are described in more detail in the accompanying joint proxy statement/prospectus, which you should read carefully and in its entirety before you vote. A copy of the Merger Agreement is attached as Annex A to the accompanying joint proxy statement/prospectus.

The approval by Globus stockholders of the Globus Share Issuance Proposal is a condition to the consummation of the Merger. If the Globus Share Issuance Proposal is not approved, the Merger will not be consummated. The approval of the Globus Adjournment Proposal is not required for the consummation of the Merger. The Globus Board of Directors (the “Globus Board”) is not aware of any other business to be acted upon at the Globus Special Meeting.

The Globus Board has set              , 2023 as the record date for the Globus Special Meeting. Only holders of record of Globus Class A Common Stock and Class B common stock, par value $0.001 per share, of Globus (together with Globus Class A Common Stock, the “Globus Common Stock”), as of 5:00 p.m. U.S. Eastern Time on             , 2023 will be entitled to notice of and to vote at the Globus Special Meeting and any adjournments thereof. Any stockholder entitled to attend and vote at the Globus Special Meeting is entitled to appoint a proxy to attend and vote on such stockholder’s behalf. Such proxy need not be a holder of shares of Globus Common Stock.

 

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The list of Globus stockholders entitled to vote at the Globus Special Meeting will be available at Globus’s principal executive offices, located at Valley Forge Business Center, 2560 General Armistead Avenue, Audubon, Pennsylvania 19403, during ordinary business hours for examination by any Globus stockholder for any purpose germane to the Globus Special Meeting for a period of ten (10) days ending on the day before the Globus Special Meeting. Your vote is very important. Whether or not you expect to attend the Globus Special Meeting in person, we urge you to submit your proxy with respect to your Globus Common Stock as promptly as possible by: (1) accessing the Internet website specified on your proxy card; (2) calling the toll-free number specified on your proxy card; or (3) signing and returning the enclosed proxy card in the postage-paid envelope provided, to ensure that your shares of Globus Common Stock are represented and voted at the Globus Special Meeting. Submitting a proxy now will not prevent you from being able to vote in person at the Globus Special Meeting. If your shares of Globus Common Stock are held in “street name” in the name of a bank, broker, or other nominee, please follow the instructions on the voting instruction form furnished by the record holder.

The Globus Board has carefully considered and unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger and the Share Issuance, and determined that the Merger Agreement and the transactions contemplated thereby, including the Merger and the Share Issuance, are advisable, fair to and in the best interests of Globus and its stockholders. The Globus Board unanimously recommends that Globus stockholders vote:

 

•  “FOR” the Globus Share Issuance Proposal, and

•  “FOR” the Globus Adjournment Proposal.

 

By Order of the Board of Directors,

Daniel T. Scavilla
President and Chief Executive Officer
            , 2023

 

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LOGO

NuVasive, Inc.

12101 Airport Way

Broomfield, Colorado 80021

(800) 445-1476

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON             , 2023

Notice is hereby given that NuVasive, Inc. (“NuVasive”) will hold a special meeting of its stockholders (the “NuVasive Special Meeting”) virtually via the internet on             , 2023, beginning at                      Mountain Time.

You will be able to virtually attend and vote at the NuVasive Special Meeting by visiting www.proxydocs.com/NUVA (the “NuVasive Special Meeting website”).

The NuVasive Special Meeting will be held in a virtual meeting format only. You will not be able to attend the NuVasive Special Meeting in person. The accompanying proxy materials include instructions on how to participate in the meeting and how you may vote your shares of common stock of NuVasive (“NuVasive Common Stock”), $0.001 par value per share.

NuVasive has entered into an Agreement and Plan of Merger, dated February 8, 2023 (the “Merger

Agreement”), by and among Globus Medical, Inc. (“Globus”), Zebra Merger Sub, Inc., a wholly owned subsidiary of Globus Medical (“Merger Sub”), and NuVasive, pursuant to which Merger Sub will merge with and into NuVasive, which is referred to as the “Merger,” upon the terms and subject to the conditions set forth in the Merger Agreement, with NuVasive surviving the Merger as a wholly owned subsidiary of Globus.

The NuVasive Special Meeting will be held for the purpose of NuVasive stockholders to consider and vote on the following proposals:

 

  1.

to adopt the Merger Agreement, as it may be amended from time to time (the “NuVasive Merger Proposal”);

 

  2.

to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to NuVasive named executive officers that is based on or otherwise relates to the transactions contemplated by the Merger Agreement (the “NuVasive Compensation Proposal”); and

 

  3.

to approve the adjournment of the NuVasive Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the NuVasive Special Meeting to approve the NuVasive Merger Proposal (the “NuVasive Adjournment Proposal”).

These proposals are described in more detail in the accompanying joint proxy statement/prospectus, which you should read carefully and in its entirety before you vote. A copy of the Merger Agreement is attached as Annex A to the accompanying joint proxy statement/prospectus.

Only NuVasive stockholders of record at the close of business on             , 2023, the record date for the NuVasive Special Meeting (the “NuVasive Record Date”), are entitled to notice of and to vote at the NuVasive Special Meeting and any adjournments or postponements thereof.

The NuVasive Board of Directors (the “NuVasive Board”) has carefully considered and unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of NuVasive and its stockholders.

 

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Accordingly, the NuVasive Board unanimously recommends that NuVasive stockholders vote:

 

   

“FOR” the NuVasive Merger Proposal;

 

   

“FOR” the NuVasive Compensation Proposal; and

 

   

“FOR” the NuVasive Adjournment Proposal.

Your vote is very important, regardless of the number of shares of NuVasive Common Stock you own. The parties cannot complete the transactions contemplated by the Merger Agreement, including the Merger, without approval of the NuVasive Merger Proposal. Approval of the NuVasive Merger Proposal requires the affirmative vote of the holders of a majority of the shares of NuVasive Common Stock outstanding at the close of business on the NuVasive Record Date.

Whether or not you plan to virtually attend the NuVasive Special Meeting, we encourage you to vote your shares of NuVasive Common Stock by proxy as promptly as possible. You can vote your shares by proxy via the internet, telephone or mail, and instructions regarding all three methods of voting are provided on the proxy card. If you hold your shares through a broker, bank or other nominee in “street name” (instead of as a registered holder) please follow the instructions on the voting instruction form provided by your bank, broker or nominee to vote your shares.

The list of NuVasive stockholders entitled to vote at the NuVasive Special Meeting will be available at NuVasive’s principal executive offices, located at 12101 Airport Way, Broomfield, CO 80021, during ordinary business hours for examination by any NuVasive stockholder for any purpose germane to the NuVasive Special Meeting for a period of ten days ending on the day before the NuVasive Special Meeting.

PLEASE VOTE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE NUVASIVE SPECIAL MEETING VIA THE NUVASIVE SPECIAL MEETING WEBSITE. IF YOU LATER DESIRE TO REVOKE OR CHANGE YOUR PROXY FOR ANY REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE JOINT PROXY STATEMENT/PROSPECTUS. FOR FURTHER INFORMATION CONCERNING THE PROPOSALS BEING VOTED UPON, THE MERGER AGREEMENT, THE MERGER, USE OF THE PROXY AND OTHER RELATED MATTERS, YOU ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS.

By Order of the Board of Directors,

 

 

  

 

Daniel J. Wolterman    J. Christopher Barry
Chair of the Board    Chief Executive Officer and Director
NuVasive, Inc.    NuVasive, Inc.
            , 2023   

 

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REFERENCES TO ADDITIONAL INFORMATION

The accompanying joint proxy statement/prospectus incorporates important business and financial information about Globus and NuVasive from other documents that Globus and NuVasive have filed with the Securities and Exchange Commission (“SEC”) and that are not contained in and are instead incorporated by reference in the accompanying joint proxy statement/prospectus. For a list of documents incorporated by reference in the accompanying joint proxy statement/prospectus, see “Where You Can Find More Information.” This information is available for you, without charge, to review through the SEC’s website at www.sec.gov.

You may request a copy of the accompanying joint proxy statement/prospectus, any of the documents incorporated by reference in the accompanying joint proxy statement/prospectus or other information filed with the SEC by Globus or NuVasive, without charge, by written or telephonic request directed to the appropriate company at the following contacts:

 

For Globus stockholders:    For NuVasive stockholders:
Attention: Investor Relations Department    Attention: Investor Relations Department
Valley Forge Business Center    7475 Lusk Boulevard
2560 General Armistead Avenue    San Diego, California 92121
Audubon, Pennsylvania 19403    (858) 210-2129
(610) 930-1800   

In order for you to receive timely delivery of the documents in advance of the special meeting of Globus stockholders to be held on             , 2023, which is referred to as the “Globus Special Meeting,” or the special meeting of NuVasive stockholders to be held on                 , 2023, which is referred to as the “NuVasive Special Meeting,” as applicable, you must request the information no later than                 , 2023.

If you have any questions about the Globus Special Meeting or the NuVasive Special Meeting, or need to obtain proxy cards or other information, please contact the applicable contact at Globus or NuVasive’s proxy solicitor at the following contacts, respectively:

 

For Globus stockholders:    For NuVasive stockholders:

 

Attention: Investor Relations Department   

LOGO

Valley Forge Business Center
2560 General Armistead Avenue
Audubon, Pennsylvania 19403
(610) 930-1800    Innisfree M&A Incorporated
   501 Madison Avenue, 20th Floor
   New York, New York 10022
   Stockholders may call toll free: (877) 456-3524
   Banks and Brokers may call collect: (212) 750-5833

The contents of the websites of the SEC, Globus, NuVasive or any other entity are not incorporated in the accompanying joint proxy statement/prospectus. The information about how you can obtain certain documents that are incorporated by reference in the accompanying joint proxy statement/prospectus at these websites is being provided only for your convenience.

 

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ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by Globus (Registration No. 333-                     ), constitutes a prospectus of Globus under Section 5 of the Securities Act with respect to the shares of Globus Class A Common Stock to be issued to NuVasive stockholders in the transactions contemplated by the Merger Agreement, by and among Globus, Merger Sub and NuVasive. This document also constitutes a proxy statement of each of Globus and NuVasive under Section 14(a) of the Exchange Act. This joint proxy statement/prospectus also constitutes a notice of meeting with respect to each of the Globus Special Meeting and the NuVasive Special Meeting.

Globus has supplied all information contained or incorporated by reference in this joint proxy statement/prospectus relating to Globus and Merger Sub and NuVasive has supplied all such information relating to NuVasive. Globus and NuVasive have both contributed to such information relating to the Merger.

You should rely only on the information contained or incorporated by reference in this joint proxy statement/prospectus. Globus and NuVasive have not authorized anyone to provide you with information that is different from that contained or incorporated by reference in this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated             , 2023, and you should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein.

Further, you should not assume that the information incorporated by reference in this joint proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this joint proxy statement/prospectus to Globus stockholders or NuVasive stockholders nor the issuance by Globus of shares of Globus Class A Common Stock pursuant to the Merger Agreement will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

Unless otherwise indicated or the context otherwise requires, when used in this joint proxy statement/prospectus:

 

   

“business day” refers to any day that is not a Saturday, a Sunday or a day on which banks are closed in New York, New York;

 

   

“BofA Securities” refers to BofA Securities, Inc., financial advisor to NuVasive in connection with the Merger;

 

   

“Code” refers to the Internal Revenue Code of 1986, as amended;

 

   

“Combined Company” refers to Globus and NuVasive, collectively, following the completion of the Merger;

 

   

“DGCL” refers to the General Corporation Law of the State of Delaware;

 

   

“Effective Time” refers to the date and time when the Merger becomes effective under the DGCL;

 

   

“End Date” means initially October 8, 2023, which may be extended to December 8, 2023 and further extended to February 8, 2024 pursuant to the terms of the Merger Agreement, as further described in this joint proxy statement/prospectus;

 

   

“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

 

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“Exchange Ratio” refers to 0.75 shares of Globus Class A Common Stock for each share of NuVasive Common Stock (subject to adjustments in the event of any stock split or similar change to the number of shares of NuVasive Common Stock or Globus Class A Common Stock issued and outstanding prior to the Effective Time as a result of certain specified events in the Merger Agreement);

 

   

“GAAP” refers to U.S. generally accepted accounting principles;

 

   

“Goldman Sachs” refers to Goldman Sachs & Co. LLC, financial advisor to Globus in connection with the Merger;

 

   

“Globus” refers to Globus Medical, Inc., a Delaware corporation;

 

   

“Globus Adjournment Proposal” refers to the proposal for Globus stockholders to approve the adjournment of the Globus Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Globus Special Meeting to approve the Globus Share Issuance Proposal;

 

   

“Globus Acquisition Proposal” means any indication of interest, inquiry, proposal or offer, whether or not in writing, from any person (other than NuVasive or any of its affiliates) or “group”, within the meaning of Section 13(d) of the Exchange Act, relating to any transaction or series of transactions involving the (a) direct or indirect acquisition or purchase of a business or assets that constitutes twenty percent (20%) or more of the consolidated net revenues, net income or the assets (based on the fair market value thereof) of Globus and its subsidiaries, taken as a whole, (b) direct or indirect issuance, acquisition or purchase of twenty percent (20%) or more of any class of equity securities or capital stock of Globus or any of its subsidiaries whose business constitutes twenty percent (20%) or more of the consolidated net revenues, net income or assets of Globus and its subsidiaries, taken as a whole, (c) merger, consolidation, restructuring, transfer of assets or other business combination, sale of shares of capital stock, tender offer, share exchange, exchange offer, recapitalization or other similar transaction that if consummated would result in any person or group beneficially owning twenty percent (20%) or more of any class of equity securities of Globus or any of its subsidiaries whose business constitutes twenty percent or more of the consolidated net revenues, net income or assets of Globus and its subsidiaries, taken as a whole, (d) the sale, transfer, lease, exclusive license or other divestiture or disposition by Globus of any business line, product line, intellectual property or other assets of Globus and/or its subsidiaries that constitutes twenty percent (20%) or more of the consolidated net revenues, net income or assets (based on the fair market thereof) of Globus and its subsidiaries, taken as a whole, or (e) any combination of the foregoing clauses (a) through (d);

 

   

“Globus Board” refers to the board of directors of Globus;

 

   

“Globus Class A Common Stock” refers to the Class A common stock, par value $0.001 per share, of Globus;

 

   

“Globus Class B Common Stock” refers to the Class B common stock, par value $0.001 per share, of Globus;

 

   

“Globus Class C Common Stock” refers to the Class C common stock, par value $0.001 per share, of Globus;

 

   

“Globus Common Stock” refers to, collectively, the Globus Class A Common Stock, the Globus Class B Common Stock, and the Globus Class C common stock;

 

   

“Globus Excluded Party” means any person or group of persons from whom Globus has received during the Window Shop Period a bona fide written Globus Acquisition Proposal that (a) did not result from a material breach of its non-solicitation obligations under the Merger Agreement, (b) in the event the Merger Agreement is not terminated during the Window Shop Period, remains pending at the conclusion of the Window Shop Period and (c) the Globus Board determines after consultation with its financial advisors and outside legal counsel prior to the end of the Window Shop Period constitutes or

 

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could reasonably be expected to lead to a Globus Superior Proposal; provided, that notwithstanding the satisfaction of the foregoing criteria set forth in this sentence with respect to any person or group, such person or group shall not be deemed to be a “Globus Excluded Party” unless Globus notified NuVasive that such person or group has satisfied such criteria by no later than 5:00 p.m. (New York time) on March 13, 2023 (or, in the event a Globus Acquisition Proposal was received on or following March 5, 2023, then by no later than 5:00 p.m. (New York time) on March 16, 2023); provided, further, that notwithstanding the satisfaction of the foregoing criteria set forth in this sentence with respect to any person or group, such person or group shall immediately and irrevocably cease to be a “Globus Excluded Party” if, at any time after the conclusion of the Window Shop Period, a Globus Acquisition Proposal submitted by such person or group is withdrawn, terminates or expires;

 

   

“Globus Share Issuance Proposal” refers to the proposal for Globus stockholders to approve the Share Issuance;

 

   

“Globus Special Meeting” refers to the special meeting of Globus stockholders called to consider and vote upon the Globus Share Issuance Proposal and the Globus Adjournment Proposal;

 

   

“Globus Stockholder Approval” means the approval by Globus stockholders of the Globus Share Issuance Proposal.

 

   

“Globus Superior Proposal” means a bona fide written Globus Acquisition Proposal (except the references in the definition thereof to “twenty percent (20%)” are replaced by “fifty percent (50%)”) that the Globus Board has determined in good faith, after consultation with its financial advisor and outside legal counsel, (i) is reasonably capable of being consummated in accordance with its terms and (ii) if consummated, would be more favorable, from a financial point of view, to the stockholders (in their capacity as such) of Globus than the transactions contemplated by the Merger Agreement (taking into account any legal, regulatory, timing, financing and other aspects of such Globus Acquisition Proposal, including certainty of closing), the person making the Globus Acquisition Proposal and any revisions to the Merger Agreement made or proposed by NuVasive in response to the Globus Acquisition proposal pursuant to the terms of the Merger Agreement;

 

   

“Globus Record Date” refers to             , 2023;

 

   

“HSR Act” refers to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

 

   

“Merger” refers to the merger of Merger Sub with and into NuVasive, with NuVasive surviving as a wholly owned subsidiary of Globus, as contemplated by, subject to and in accordance with the terms of the Merger Agreement;

 

   

“Merger Agreement” refers to the Agreement and Plan of Merger, dated February 8, 2023, as it may be amended from time to time, by and among, Globus, Merger Sub and NuVasive;

 

   

“Merger Sub” refers to Zebra Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Globus;

 

   

“Nasdaq” refers to the NASDAQ Global Select Market;

 

   

“NuVasive” refers to NuVasive, Inc., a Delaware corporation;

 

   

“NuVasive Adjournment Proposal” refers to the proposal for NuVasive stockholders to approve the adjournment of the NuVasive Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the NuVasive Special Meeting to approve the NuVasive Merger Proposal;

 

   

“NuVasive Acquisition Proposal” means any indication of interest, inquiry, proposal or offer, whether or not in writing, from any person (other than Globus or any of its affiliates) or “group”, within the meaning of Section 13(d) of the Exchange Act, relating to any transaction or series of transactions involving the (a) direct or indirect acquisition or purchase of a business or assets that constitutes twenty

 

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percent (20%) or more of the consolidated net revenues, net income or the assets (based on the fair market value thereof) of NuVasive and its subsidiaries, taken as a whole, (b) direct or indirect issuance, acquisition or purchase of twenty percent (20%) or more of any class of equity securities or capital stock of NuVasive or any of its subsidiaries whose business constitutes twenty percent (20%) or more of the consolidated net revenues, net income or assets of NuVasive and its subsidiaries, taken as a whole, (c) merger, consolidation, restructuring, transfer of assets or other business combination, sale of shares of capital stock, tender offer, share exchange, exchange offer, recapitalization or other similar transaction that if consummated would result in any person or group beneficially owning twenty percent (20%) or more of any class of equity securities of NuVasive or any of its subsidiaries whose business constitutes twenty percent (20%) or more of the consolidated net revenues, net income or assets of NuVasive and its subsidiaries, taken as a whole, (d) the sale, transfer, lease, exclusive license or other divestiture or disposition by NuVasive of any business line, product line, intellectual property or other assets of NuVasive and/or its Subsidiaries that constitutes twenty percent (20%) or more of the consolidated net revenues, net income or assets (based on the fair market thereof) of NuVasive and its subsidiaries, taken as a whole, or (e) any combination of the foregoing of clauses (a) through (d).

 

   

“NuVasive Board” refers to the board of directors of NuVasive;

 

   

“NuVasive Common Stock” refers to the common stock, par value $0.001 per share, of NuVasive;

 

   

“NuVasive Compensation Proposal” refers to the proposal for NuVasive stockholders to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to NuVasive named executive officers that is based on or otherwise relates to the transactions contemplated by the Merger Agreement;

 

   

“NuVasive Excluded Party” means any person or group of persons from whom NuVasive has received during the Window Shop Period a bona fide written NuVasive Acquisition Proposal that (a) did not result from a material breach of its non-solicitation obligations under the Merger Agreement, (b) in the event the Merger Agreement is not terminated during the Window Shop Period, remains pending at the conclusion of the Window Shop Period and (c) the NuVasive Board determines after consultation with its financial advisors and outside legal counsel prior to the end of the Window Shop Period constitutes or could reasonably be expected to lead to a NuVasive Superior Proposal; provided, that notwithstanding the satisfaction of the foregoing criteria set forth in this sentence with respect to any person or group, such person or group shall not be deemed to be a “NuVasive Excluded Party” unless NuVasive notified Globus that such person has satisfied such criteria by no later than 5:00 p.m. (New York time) on March 13, 2023 (or, in the event a NuVasive Acquisition Proposal was received on or following March 5, 2023, then by no later than 5:00 p.m. (New York time) on March 16, 2023); provided, further, that notwithstanding the satisfaction of the foregoing criteria set forth in this sentence with respect to any person or group, such person or group shall immediately and irrevocably cease to be a “NuVasive Excluded Party” if, at any time after the conclusion of the Window Shop Period, a NuVasive Acquisition Proposal submitted by such person is withdrawn, terminates or expires.

 

   

“NuVasive Merger Proposal” refers to the proposal for NuVasive stockholders to adopt the Merger Agreement;

 

   

“NuVasive Special Meeting” refers to the special meeting of NuVasive stockholders to consider and vote upon the NuVasive Merger Proposal, the NuVasive Compensation Proposal and the NuVasive Adjournment Proposal;

 

   

“NuVasive Stockholder Approval” means the approval by NuVasive stockholders of the NuVasive Merger Proposal.

 

   

“NuVasive Superior Proposal” means a bona fide written NuVasive Acquisition Proposal (except the references in the definition thereof to “twenty percent (20%)” are replaced by “fifty percent (50%)”) that the NuVasive Board has determined in good faith, after consultation with its financial advisor and outside legal counsel, (i) is reasonably capable of being consummated in accordance with its terms and

 

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(ii) if consummated, would be more favorable, from a financial point of view, to the stockholders (in their capacity as such) of NuVasive than the transactions contemplated by the Merger Agreement (taking into account any legal, regulatory, timing, financing and other aspects of such NuVasive Acquisition Proposal, including certainty of closing), the person making the NuVasive Acquisition Proposal and any revisions to the Merger Agreement made or proposed by Globus in response to the NuVasive Acquisition Proposal pursuant to the terms of the Merger Agreement.

 

   

“NuVasive Record Date” refers to             , 2023;

 

   

“NYSE” refers to the New York Stock Exchange;

 

   

“Share Issuance” refers to the issuance of shares of Globus Class A Common Stock in connection with the Merger;

 

   

“SEC” refers to the U.S. Securities and Exchange Commission;

 

   

“Securities Act” refers to the Securities Act of 1933, as amended;

 

   

“Supporting Stockholders” refers to the stockholders of Globus who are party to the Voting Agreement. These stockholders are David C. Paul and Sonali Paul;

 

   

“Voting Agreement” refers to the Voting and Support Agreement, dated February 8, 2023, by and among the Supporting Stockholders, Globus and NuVasive; and

 

   

“Window Shop Period” means the period ending at 11:59 p.m. (New York time) on March 10, 2023; provided, that solely for purposes of determining the amount of the termination fee payable by NuVasive or Globus, as applicable, and solely in the case of a NuVasive Excluded Party or Globus Excluded Party, as applicable, that first submits a NuVasive Acquisition Proposal or Globus Acquisition Proposal, as applicable, to NuVasive or Globus, as applicable, on or following March 5, 2023, then the “Window Shop Period” will be extended until March 15, 2023.

 

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TABLE OF CONTENTS

Table of Contents

 

     Page  

SUMMARY

     1  

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

     18  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     20  

RISK FACTORS

     22  

Risks Relating to the Merger

     22  

Risks Relating to the Combined Company

     31  

Other Risk Factors Related to Globus and NuVasive

     35  

THE PARTIES TO THE MERGER

     36  

Globus Medical, Inc.

     36  

NuVasive, Inc.

     36  

Zebra Merger Sub, Inc.

     36  

THE GLOBUS SPECIAL MEETING

     37  

Date, Time and Place of the Globus Special Meeting

     37  

Matters to Be Considered at the Globus Special Meeting

     37  

Recommendation of the Globus Board of Directors

     37  

Record Date for the Globus Special Meeting and Voting Rights

     38  

Quorum; Abstentions and Broker Non-Votes

     38  

Required Votes

     39  

Vote of Globus Directors and Executive Officers

     39  

Methods of Voting

     40  

Attending the Globus Special Meeting

     41  

Revocability of Proxies

     41  

Proxy Solicitation Costs

     42  

Householding

     42  

Adjournments

     42  

Assistance

     43  

GLOBUS PROPOSAL 1: APPROVAL OF THE SHARE ISSUANCE

     44  

GLOBUS PROPOSAL 2: ADJOURNMENT OF THE GLOBUS SPECIAL MEETING

     45  

THE NUVASIVE SPECIAL MEETING

     46  

Date, Time and Place of the NuVasive Special Meeting

     46  

Matters to Be Considered at the NuVasive Special Meeting

     46  

Recommendation of the NuVasive Board of Directors

     47  

Record Date for the NuVasive Special Meeting and Voting Rights

     47  

Quorum; Abstentions and Broker Non-Votes

     47  

Required Votes

     48  

Vote of NuVasive Directors and Executive Officers

     49  

Methods of Voting

     50  

Revocability of Proxies

     50  

Proxy Solicitation Costs

     51  

Householding

     51  

Adjournments

     52  

Assistance

     52  

 

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NUVASIVE PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

     53  

NUVASIVE PROPOSAL 2: ADVISORY NON-BINDING VOTE ON MERGER-RELATED COMPENSATION FOR NAMED EXECUTIVE OFFICERS

     54  

NUVASIVE PROPOSAL 3: ADJOURNMENT OF THE NUVASIVE SPECIAL MEETING

     55  

THE MERGER

     56  

General

     56  

The Parties to the Merger

     56  

Merger Consideration

     57  

Background of the Merger

     57  

Globus’s Reasons for the Merger and Recommendation of the Globus Board of Directors

     69  

NuVasive’s Reasons for the Merger and Recommendation of the NuVasive Board of Directors

     73  

Opinion of Globus’s Financial Advisor

     78  

Opinion of NuVasive’s Financial Advisor

     86  

Certain Globus Unaudited Prospective Financial Information

     97  

Certain NuVasive Unaudited Prospective Financial Information

     102  

Closing and Effective Time of the Merger

     107  

Governance Matters After the Merger

     107  

Ownership of the Combined Company

     107  

Voting Power in the Combined Company

     107  

Regulatory Approvals and Related Matters

     108  

U.S. Federal Securities Law Consequences

     109  

Accounting Treatment

     110  

THE MERGER AGREEMENT

     111  

Explanatory Note Regarding the Merger Agreement and the Summary of the Merger Agreement

     111  

Structure of the Merger

     111  

Consummation and Effectiveness of the Merger

     112  

Post-Closing Governance

     112  

Merger Consideration

     112  

Appraisal Rights

     112  

Procedures for Surrendering NuVasive Stock Certificates

     112  

No Fractional Shares

     113  

Treatment of NuVasive Equity Awards

     114  

Conditions to the Consummation of the Merger

     115  

Representations and Warranties

     116  

Definition of “Material Adverse Effect”

     118  

Conduct of Business Pending the Merger

     120  

Obligations to Call Special Meetings

     125  

Obligations to Recommend the Approval of the Merger Agreement and the Approval of the Globus Share Issuance Proposal

     126  

No Solicitation

     129  

Regulatory Approvals

     131  

Indemnification of Officers and Directors

     133  

Employee Matters

     134  

NuVasive Employee Stock Purchase Plan

     135  

Other Agreements

     135  

Termination of the Merger Agreement

     136  

Termination Fees

     139  

Exclusive Remedy

     140  

Other Expenses

     141  

 

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Specific Performance

     141  

Governing Law

     141  

Amendments; Waivers

     141  

VOTING AGREEMENT

     142  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     144  

INTERESTS OF GLOBUS DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER

     153  

INTERESTS OF NUVASIVE DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER

     154  

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

     160  

COMPARISON OF STOCKHOLDERS’ RIGHTS

     163  

NO APPRAISAL RIGHTS

     169  

LEGAL MATTERS

     170  

EXPERTS

     171  

CERTAIN BENEFICIAL OWNERS OF GLOBUS COMMON STOCK

     172  

CERTAIN BENEFICIAL OWNERS OF NUVASIVE COMMON STOCK

     174  

STOCKHOLDER PROPOSALS

     176  

HOUSEHOLDING OF PROXY MATERIALS

     178  

WHERE YOU CAN FIND MORE INFORMATION

     179  

Annex A – Merger Agreement

     A-1  

Annex B – Voting Agreement

     B-1  

Annex C – Opinion of Goldman Sachs & Co. LLC

     C-1  

Annex D – Opinion of BofA Securities, Inc.

     D-1  

 

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QUESTIONS AND ANSWERS

The following questions and answers briefly address some questions that you, as a Globus stockholder or NuVasive stockholder, may have regarding the Merger and the other matters being considered at the Globus Special Meeting or the NuVasive Special Meeting, as applicable. You are urged to carefully read this joint proxy statement/prospectus and the other documents referred to in this joint proxy statement/prospectus in their entirety because this section may not provide all the information that is important to you regarding these matters. See the section titled “Summary” for a summary of important information regarding the Merger Agreement, the Merger and the related transactions. Additional important information is contained in the annexes to, and the documents incorporated by reference in, this joint proxy statement/prospectus. You may obtain the information incorporated by reference in this joint proxy statement/prospectus, without charge, by following the instructions in the section titled “Where You Can Find More Information.”

Why am I receiving this joint proxy statement/prospectus?

You are receiving this joint proxy statement/prospectus because Globus and NuVasive have entered into the Merger Agreement, which provides for the acquisition of NuVasive by Globus through a merger of Merger Sub with and into NuVasive, with NuVasive continuing as the surviving corporation and as a wholly owned subsidiary of Globus. The Merger Agreement, which governs the terms and conditions of the Merger, is attached as Annex A hereto.

Globus is a “controlled company” as set forth in New York Stock Exchange Rule 303A.00 because more than 50% of the voting power of the Globus Common Stock is held by David C. Paul, Executive Chairman of Globus.

Your vote is required in connection with the Merger. Globus and NuVasive are sending these materials to their respective stockholders to help them decide how to vote their shares with respect to the Share Issuance, in the case of Globus, and the adoption of the Merger Agreement, in the case of NuVasive, and other important matters.

What matters am I being asked to vote on?

In order to complete the Merger, among other things:

 

   

Globus stockholders must approve the Globus Share Issuance Proposal; and

 

   

NuVasive stockholders must approve the NuVasive Merger Proposal.

Globus: Globus is holding the Globus Special Meeting to obtain approval of the Globus Share Issuance Proposal. At the Globus Special Meeting, Globus stockholders will also be asked to consider and vote on the Globus Adjournment Proposal.

NuVasive: NuVasive is holding the NuVasive Special Meeting to obtain approval of the NuVasive Merger Proposal. At the NuVasive Special Meeting, NuVasive stockholders will also be asked to consider and vote on the NuVasive Compensation Proposal and the NuVasive Adjournment Proposal.

Does my vote matter?

Yes, your vote is very important, regardless of the number of shares that you own. The Merger cannot be completed unless the Globus Share Issuance Proposal is approved by Globus stockholders and the NuVasive Merger Proposal is approved by NuVasive stockholders.

The approval of the Globus Adjournment Proposal, the NuVasive Compensation Proposal and the NuVasive Adjournment Proposal are not required to complete the Merger.

 

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When and where will each of the Special Meetings take place?

Globus:

The Globus Special Meeting is scheduled to be held at                     on            , 2023, at Globus’s corporate headquarters located at Valley Forge Business Center, 2560 General Armistead Avenue, Audubon, Pennsylvania 19403.

Attendance at the Globus Special Meeting is limited to Globus stockholders of record as of the Globus Record Date for the Globus Special Meeting.

If your shares are held beneficially in the name of a bank, broker or other holder of record and you plan to attend the Globus Special Meeting, you must present proof of your ownership of Globus Common Stock, such as a bank or brokerage account statement, as of the Globus Record Date to be admitted to the Globus Special Meeting. If your shares are held in the name of a bank, broker or other holder of record, you must obtain a legal proxy, executed in your favor, from the holder of record to be able to vote at the Globus Special Meeting.

Globus stockholders also must present a form of personal identification in order to be admitted to the Globus Special Meeting. No cameras, recording equipment or electronic devices will be permitted in the Globus Special Meeting.

Even if you plan to attend the Globus Special Meeting, Globus recommends that you vote by proxy in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the Globus Special Meeting.

NuVasive:

The NuVasive Special Meeting will be held virtually via the internet on             , 2023, beginning at                     Mountain Time. The virtual nature of the NuVasive Special Meeting is generally designed to enable access by more of NuVasive stockholders while decreasing the cost of conducting the NuVasive Special Meeting in person.

To be virtually admitted to the NuVasive Special Meeting you must register at www.proxydocs.com/NUVA by 5:00 p.m. Eastern Time on             , 2023 (the “Registration Deadline”). You will be asked to provide the control number located inside the shaded gray box on your proxy card (the “Control Number”) as described in the proxy materials. After completion of your registration by the Registration Deadline, further instructions, including a unique link to access the NuVasive Special Meeting, will be emailed to you. If you hold your shares of NuVasive Common Stock in “street name”, your broker or nominee will provide a voting instruction form for you to use.

We recommend that you log in 15 minutes before the start of the NuVasive Special Meeting to ensure sufficient time to complete the check-in procedures. The virtual meeting platform is fully supported across browsers (Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. If you encounter any technical difficulties logging onto the NuVasive Special Meeting website or during the meeting, there will be a 1-800 number available to call for assistance. Technical support will be available 15 minutes prior to the start time of the meeting and through the conclusion of the meeting.

If you hold your shares of NuVasive Common Stock in “street name”, you may virtually attend the NuVasive Special Meeting as a guest. If you hold shares in “street name” through a bank, broker or other nominee and intend to vote your shares at the NuVasive Special Meeting, you will receive separate voting instructions from your bank, broker, or other nominee.

 

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Even if you plan to attend the NuVasive Special Meeting, NuVasive recommends that you vote by proxy in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the NuVasive Special Meeting.

What will NuVasive stockholders receive for their shares of NuVasive Common Stock if the Merger is completed?

If the Merger is completed, each share of NuVasive Common Stock outstanding as of immediately prior to the Effective Time, other than treasury shares and shares owned by NuVasive, Globus and Merger Sub, will be converted into the right to receive 0.75 fully paid and non-assessable shares of Globus Class A Common Stock (subject to adjustments in the event of any stock split or similar change to the number of shares of NuVasive Common Stock or Globus Class A Common Stock issued and outstanding prior to the Effective Time as a result of certain specified events in the Merger Agreement).

How does the Globus Board recommend that I vote at the Globus Special Meeting?

The Globus Board has carefully considered and unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger and the Share Issuance, and determined that the Merger Agreement and the transactions contemplated thereby, including the Merger and the Share Issuance, are advisable, fair to and in the best interests of Globus and its stockholders. The Globus Board unanimously recommends that Globus stockholders vote “FOR” the Globus Share Issuance Proposal and “FOR” each of the other proposals to be considered at the Globus Special Meeting and described in the accompanying joint proxy statement/prospectus.

In considering the recommendations of the Globus Board, Globus stockholders should be aware of any interests in the Merger that Globus directors and executive officers may have that are different from, or in addition to, their interests as Globus stockholders generally. Other than with respect to continued service for, employment by and the right to continued indemnification by the Combined Company, and the rights and obligations of the Supporting Stockholders under the Voting Agreement, as of the date of this joint proxy statement/prospectus, Globus directors and executive officers do not have interests in the Merger that are different from, or in addition to, the interests of other Globus stockholders generally. For more information, see the section titled “Interests of Globus Directors and Executive Officers in the Merger.”

How does the NuVasive Board recommend that I vote at the NuVasive Special Meeting?

The NuVasive Board has carefully considered and unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of NuVasive and its stockholders. The NuVasive Board unanimously recommends that NuVasive stockholders vote “FOR” the NuVasive Merger Proposal and “FOR” each of the other proposals to be considered at the NuVasive Special Meeting and described in the accompanying joint proxy statement/prospectus.

In considering the recommendations of the NuVasive Board, NuVasive stockholders should be aware that NuVasive directors and executive officers have interests in the Merger that are different from, or in addition to, their interests as NuVasive stockholders generally. For a more complete description of these interests, see the section titled “Interests of NuVasive Directors and Executive Officers in the Merger.”

Who is entitled to vote at each Special Meeting?

Globus

All holders of record of shares of Globus Common Stock who held shares at the close of business on              , 2023, the Globus Record Date, are entitled to receive notice of, and to vote at, the Globus Special

 

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Meeting. Each share of Globus Class B Common Stock is entitled to ten votes per share while each share of Globus Class A Common Stock is entitled to one vote per share. The Globus Class A Common Stock and Globus Class B Common Stock vote together as a single class on all matters submitted to a vote of Globus stockholders, except as may otherwise be required by applicable law. Attendance at the Globus Special Meeting is not required to vote. See below and the section titled “The Globus Special Meeting—Methods of Voting” for instructions on how to vote without attending the Globus Special Meeting.

In accordance with Delaware law, a list of stockholders entitled to vote at the Globus Special Meeting will be available for a period of 10 days ending on the day before the Globus Special Meeting, Monday through Friday between the hours of 9:00 a.m. and 4:00 p.m., local time, at Globus’s principal executive offices located at Valley Forge Business Center, 2560 General Armistead Avenue, Audubon, Pennsylvania 19403.

NuVasive

All holders of record of shares of NuVasive Common Stock who held shares at the close of business on            , 2023, the NuVasive Record Date, are entitled to receive notice of, and to vote at, the NuVasive Special Meeting. Each share of NuVasive Common Stock is entitled to one vote per share. Virtual attendance at the NuVasive Special Meeting via the NuVasive Special Meeting website is not required to vote. See below and the section titled “The NuVasive Special Meeting—Methods of Voting” for instructions on how to vote without virtually attending the NuVasive Special Meeting.

In accordance with Delaware law, a list of stockholders entitled to vote at the NuVasive Special Meeting will be available for a period of ten days ending on the day before the NuVasive Special Meeting, Monday through Friday between the hours of 9:00 a.m. and 4:00 p.m., local time, at NuVasive’s principal executive offices located at 12101 Airport Way, Broomfield, CO 80021.

What is a proxy?

A proxy is a stockholder’s legal designation of another person to vote shares owned by such stockholder on their behalf. If you are a stockholder of record, you can vote your shares by proxy via the internet, telephone or mail, and instructions regarding all methods of voting are provided on the proxy card. If you hold shares beneficially through a broker, bank or other nominee in “street name,” you should follow the voting instructions provided by your broker, bank or other nominee.

How many votes do I have at each special meeting?

Globus

Each Globus stockholder is entitled to one vote on each proposal for each share of Globus Class A Common Stock held of record at the close of business on the Globus Record Date and to ten votes on each proposal for each share of Globus Class B Common Stock held of record at the close of business on the Globus Record Date. At the close of business on the Globus Record Date, there were                shares of Globus Class A Common Stock and                shares of Globus Class B Common Stock outstanding.

NuVasive

Each NuVasive stockholder is entitled to one vote on each proposal for each share of NuVasive Common Stock held of record at the close of business on the NuVasive Record Date. At the close of business on the NuVasive Record Date, there were                shares of NuVasive Common Stock outstanding.

What constitutes a quorum for each Special Meeting?

A quorum is the minimum number of shares required to be represented, either through attendance at the applicable special meeting or through representation by proxy, to hold a valid meeting.

 

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Globus

The holders of a majority of the voting power of the issued and outstanding shares of Globus Common Stock entitled to vote at the Globus Special Meeting must be present in person or represented by proxy in order to constitute a quorum for the transaction of business at the Globus Special Meeting. Abstentions will count as votes present and entitled to vote for the purpose of determining the presence of a quorum for the transaction of business at the Globus Special Meeting. Since all of the proposals currently expected to be voted on at the Globus Special Meeting are considered non-routine and non-discretionary matters, shares held in “street name” through a broker, bank or other nominee are not expected to be counted as present for the purpose of determining the existence of a quorum if such broker, bank or other nominee does not have instructions to vote on any such proposals.

NuVasive

The holders of a majority of the shares of NuVasive Common Stock entitled to vote at the NuVasive Special Meeting must be present in person or represented by proxy in order to constitute a quorum for the transaction of business at the NuVasive Special Meeting. Virtual attendance by stockholders of record at the NuVasive Special Meeting will constitute presence in person for the purpose of determining the presence of a quorum for the transaction of business at the NuVasive Special Meeting. Abstentions will count as votes present and entitled to vote for the purpose of determining the presence of a quorum for the transaction of business at the NuVasive Special Meeting. Since all of the proposals currently expected to be voted on at the NuVasive Special Meeting are considered non-routine and non-discretionary matters, shares held in “street name” through a broker, bank or other nominee are not expected to be counted as present for the purpose of determining the existence of a quorum if such broker, bank or other nominee does not have instructions to vote on any such proposals.

What happens if the Merger is not completed?

If the Globus Share Issuance Proposal is not approved by Globus stockholders, if the NuVasive Merger Proposal is not approved by NuVasive stockholders or if the Merger is not completed for any other reason, NuVasive stockholders will not receive the merger consideration or any other consideration in connection with the Merger, and their shares of NuVasive Common Stock will remain outstanding.

If the Merger is not completed, NuVasive will remain an independent public company, the NuVasive Common Stock will continue to be listed and traded on Nasdaq under the symbol “NUVA” and Globus will not complete the Share Issuance contemplated by the Merger Agreement, regardless of whether the Globus Share Issuance Proposal has been approved by Globus stockholders.

If the Merger Agreement is terminated under specified circumstances (as further described below), Globus or NuVasive may be required to pay a termination fee of up to $120 million to the other party.

If the Merger Agreement is terminated by Globus as a result of an adverse change in the recommendation of the NuVasive Board with respect to the NuVasive Merger Proposal prior to obtaining stockholder approval for the NuVasive Merger Proposal, NuVasive is required to pay to Globus a termination fee of $120 million, unless Globus terminates the Merger Agreement in response to an adverse change of recommendation effected by the NuVasive Board during the Window Shop Period with respect to a NuVasive Superior Proposal made by a NuVasive Excluded Party, in which case NuVasive is required to pay to Globus a lower termination fee of $75 million. NuVasive is required to pay to Globus a termination fee of $120 million if NuVasive terminates the Merger Agreement to enter into a definitive agreement for an alternative business combination transaction that constitutes a NuVasive Superior Proposal, unless NuVasive terminates the Merger Agreement during the Window Shop Period in order to enter into a definitive agreement with respect to a NuVasive Superior Proposal made by a NuVasive Excluded Party, in which case NuVasive is required to pay to Globus a lower termination fee of $75 million. Additionally, NuVasive is required to pay Globus a termination fee of $60 million if the

 

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Merger Agreement is terminated because NuVasive stockholders do not approve the NuVasive Merger Proposal at the NuVasive Special Meeting (and the NuVasive Board has not effected an adverse change of recommendation with respect to the NuVasive Merger Proposal). Under no circumstance will NuVasive be required to pay a termination fee on more than one occasion.

If the Merger Agreement is terminated by NuVasive as a result of an adverse change in the recommendation of the Globus Board with respect to the Globus Share Issuance Proposal prior to obtaining stockholder approval for the Globus Share Issuance Proposal, Globus is required to pay to NuVasive a termination fee of $120 million, unless NuVasive terminates the Merger Agreement in response to an adverse change of recommendation effected by the Globus Board during the Window Shop Period with respect to a Globus Superior Proposal made by a Globus Excluded Party, in which case Globus is required to pay to NuVasive a lower termination fee of $75 million. Globus is required to pay to NuVasive a termination fee of $120 million if Globus terminates the Merger Agreement to enter into a definitive agreement for an alternative business combination transaction that constitutes a Globus Superior Proposal, unless Globus terminates the Merger Agreement during the Window Shop Period in order to enter into a definitive agreement with respect to a Globus Superior Proposal made by a Globus Excluded Party, in which case Globus is required to pay to NuVasive a lower termination fee of $75 million. Additionally, Globus is required to pay NuVasive a termination fee of $120 million (which is reduced to $75 million if the Globus Board changes its recommendation during the Window Shop Period in response to a Globus Superior Proposal made by a Globus Excluded Party) if Globus stockholders do not approve the Globus Share Issuance Proposal at the Globus Special Meeting. Under no circumstance will Globus be required to pay a termination fee on more than one occasion.

If the Merger is not consummated, each of NuVasive and Globus will generally bear their own expenses.

See the sections titled “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Termination Fees” for a more complete discussion of the circumstances under which the Merger Agreement could be terminated and when a termination fee may be payable by Globus or NuVasive.

How can I vote my shares?

Globus

If you are a Globus stockholder of record, you may vote at the Globus Special Meeting by proxy over the internet, by telephone or by mail, or in person by attending and voting at the Globus Special Meeting at Globus’s corporate headquarters located at Valley Forge Business Center, 2560 General Armistead Avenue, Audubon, Pennsylvania 19403.

If voting by internet go to www.proxyvote.com and follow the instructions for internet voting as shown on the notice mailed to you. If voting by telephone, dial 1-800-690-6903 and follow the instructions for telephone voting shown on your proxy card. If voting by mail, your completed proxy card must be received by Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY, 11717 no later than             , 2023.

You may also vote in person at the Globus Special Meeting. Voting via the internet, by telephone or by mail will not limit your right to vote at the Globus Special Meeting if you decide to attend and vote in person. If your shares are held in the name of a bank, broker or other holder of record, you must obtain a legal proxy, executed in your favor, from the holder of record to be able to vote at the Globus Special Meeting. You should contact your bank or brokerage account representative to obtain a legal proxy.

If your shares of Globus Common Stock are held through a broker (typically referred to as being held in “street name”), you will receive separate voting instructions from your broker. You must follow the voting instructions provided by your broker in order to instruct your broker on how to vote your shares. Stockholders who hold shares in street name should generally be able to vote by returning the voting instruction form to their broker or by telephone or via the internet. However, the availability of telephone or internet voting will depend on the voting process of your broker.

 

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NuVasive

If you are a NuVasive stockholder of record, you may vote at the NuVasive Special Meeting by proxy through the internet, by telephone, by mail, or by virtually attending and voting at the NuVasive Special Meeting via the NuVasive Special Meeting website.

If voting by internet before the NuVasive Special Meeting, go to the web address www.proxypush.com/NUVA and follow the instructions for internet voting as shown on the proxy card mailed to you. If voting by telephone, dial (866) 217-7017 and follow the instructions for telephone voting shown on your proxy card. If you received a proxy card in the mail, and you do not wish to vote via the internet or by telephone, you can complete, sign, date and mail the proxy card in the envelope provided. If you vote by mail, your completed proxy card must be received prior to the Special Meeting. You may vote during the virtual meeting by following the instructions available on the NuVasive Special Meeting website at www.proxydocs.com/NUVA. To be admitted to the NuVasive Special Meeting, you must register by the Registration Deadline and provide the Control Number as described in the notice or proxy card. After completion of your registration by the Registration Deadline, further instructions, including a unique link to access the NuVasive Special Meeting, will be emailed to you. We recommend you submit your vote by proxy prior to the date of the NuVasive Special Meeting even if you plan to attend the meeting virtually via the internet.

If your shares of NuVasive Common Stock are held through a broker (typically referred to as being held in “street name”), you will receive separate voting instructions from your broker. You must follow the voting instructions provided by your broker in order to instruct your broker on how to vote your shares. Stockholders who hold shares in street name should generally be able to vote by returning the voting instruction form to their broker or by telephone or via the internet. However, the availability of telephone or internet voting will depend on the voting process of your broker. If you hold shares in “street name” through a bank, broker or other nominee and intend to vote your shares online during the NuVasive Special Meeting, you must request and obtain a valid legal proxy from your bank, broker or other nominee and register to attend the NuVasive Special Meeting as a stockholder as described above.

What is a “broker non-vote”?

Under both Nasdaq and NYSE rules, banks, brokers and other nominees may use their discretion to vote “uninstructed” shares (i.e., shares of record held by banks, brokers or other nominees, but with respect to which the beneficial owner of such shares has not provided instructions on how to vote on a particular proposal) with respect to matters that are considered to be “routine,” or “discretionary” but not with respect to “non-routine” or “non-discretionary” matters, as applicable. All of the proposals currently expected to be voted on at the Globus Special Meeting and NuVasive Special Meeting are “non-routine” or “non-discretionary” matters, as applicable.

A “broker non-vote” occurs on a proposal when (i) a broker, bank or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other proposals without instructions from the beneficial owner of the shares, and (ii) the beneficial owner fails to provide the broker, bank or other nominee with such instructions. Because all of the proposals currently expected to be voted on at the Globus Special Meeting and NuVasive Special Meeting are non-routine or non-discretionary matters for which brokers do not have discretionary authority to vote, Globus and NuVasive do not expect there to be any broker non-votes at the Globus Special Meeting or NuVasive Special Meeting. Accordingly, if you are a beneficial owner and you do not provide voting instructions to your broker, bank or other nominee, your shares of NuVasive Common Stock, Globus Class A Common Stock or Globus Class B Common Stock, as applicable, will not be voted.

 

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What stockholder vote is required for the approval of each proposal at the Globus Special Meeting? What will happen if I fail to vote or abstain from voting on each proposal at the Globus Special Meeting?

Globus Proposal 1: Globus Share Issuance Proposal

Assuming a quorum is present at the Globus Special Meeting, approval of the Globus Share Issuance Proposal requires the affirmative vote of the holders of a majority of the voting power of the Globus Common Stock present in person or represented by proxy at the Globus Special Meeting. The failure of any stockholder of record of Globus to submit a signed proxy card, grant a proxy electronically over the internet or by telephone or to vote in person by ballot at the Globus Special Meeting will not have an effect on the outcome of the Globus Share Issuance Proposal, provided that a quorum is otherwise present. An abstention by any Globus Common Stock present or represented by proxy at the Globus Special Meeting on the Globus Share Issuance Proposal will have the same effect as a vote “AGAINST” the Globus Share Issuance Proposal. Broker non-votes, if any, will have no effect on the Globus Share Issuance Proposal.

Globus Proposal 2: Globus Adjournment Proposal

Approval of the Globus Adjournment Proposal requires the affirmative vote of the holders of a majority of the voting power of the Globus Common Stock present in person or represented by proxy at the Globus Special Meeting. The failure of any stockholder of record of Globus to submit a signed proxy card, grant a proxy electronically over the internet or by telephone or to vote in person by ballot at the Globus Special Meeting will not have an effect on the outcome of the Globus Adjournment Proposal. An abstention by any Globus Common Stock present or represented by proxy at the Globus Special Meeting on the Globus Adjournment Proposal will have the same effect as a vote “AGAINST” the Globus Adjournment Proposal. Broker non-votes, if any, will have no effect on the Globus Adjournment Proposal.

If a quorum is not present or represented at the Globus Special Meeting, then the Globus stockholders entitled to vote thereat, present in person or represented by proxy, may adjourn the meeting.

What stockholder vote is required for the approval of each NuVasive proposal at the NuVasive Special Meeting? What will happen if I fail to vote or abstain from voting on each NuVasive proposal at the NuVasive Special Meeting?

NuVasive Proposal 1: NuVasive Merger Proposal

Assuming a quorum is present at the NuVasive Special Meeting, approval of the NuVasive Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of NuVasive Common Stock entitled to vote thereon at the close of business on the NuVasive Record Date. If you are a NuVasive stockholder and fail to vote, fail to instruct your bank, broker or other nominee to vote with respect to the NuVasive Merger Proposal or abstain from voting, it will have the same effect as a vote “AGAINST” the NuVasive Merger Proposal. Broker non-votes, if any, will have the same effect as a vote “AGAINST” the NuVasive Merger Proposal.

NuVasive Proposal 2: NuVasive Compensation Proposal

Assuming a quorum is present at the NuVasive Special Meeting, approval of the NuVasive Compensation Proposal requires the affirmative vote of a majority of the shares of NuVasive Common Stock present or represented by proxy at the meeting and entitled to vote thereon. Any shares not present or represented by proxy (including due to the failure of a NuVasive stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions with respect to any proposals at the NuVasive Special Meeting to such bank, broker or other nominee) will have no effect on the outcome of the NuVasive Compensation Proposal, provided that a quorum is otherwise present. An abstention by any shares present or represented by proxy to vote on the NuVasive Compensation Proposal will have the same effect as a vote “AGAINST” the NuVasive Compensation Proposal. Broker non-votes, if any, will have no effect on the NuVasive Compensation Proposal.

 

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NuVasive Proposal 3: NuVasive Adjournment Proposal

Approval of the NuVasive Adjournment Proposal requires the affirmative vote of a majority of the shares of NuVasive Common Stock present or represented by proxy at the meeting and entitled to vote thereon. Any shares not present or represented by proxy (including due to the failure of a NuVasive stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions with respect to any proposals at the NuVasive Special Meeting to such bank, broker or other nominee) will have no effect on the outcome of the NuVasive Adjournment Proposal. An abstention by any shares present or represented by proxy to vote on the NuVasive Adjournment Proposal will have the same effect as a vote “AGAINST” the NuVasive Adjournment Proposal. Broker non-votes, if any, will have no effect on the NuVasive Adjournment Proposal.

Why am I being asked to consider and vote on a proposal to approve, by non-binding advisory vote, the Merger-related compensation for NuVasive named executive officers?

Under SEC rules, NuVasive is required to seek the approval, by non-binding advisory vote, of its stockholders relating to the compensation that may be paid or become payable to NuVasive’s named executive officers that is based on or otherwise relates to the Merger. NuVasive urges its stockholders to read the section titled “Interests of NuVasive Directors and Executive Officers in the Merger.”

What if I hold shares of both Globus Common Stock and NuVasive Common Stock?

If you are both a Globus stockholder and a NuVasive stockholder, you will receive two separate packages of proxy materials. A vote cast as a Globus stockholder will not count as a vote cast as a NuVasive stockholder, and a vote cast as a NuVasive stockholder will not count as a vote cast as a Globus stockholder. Therefore, please follow the instructions received with each set of materials you receive in order to submit separate proxies for your shares of Globus Common Stock and your shares of NuVasive Common Stock.

What is the difference between holding shares as a stockholder of record and as a beneficial owner of shares held in “street name”?

If your shares of Globus Common Stock or NuVasive Common Stock are registered directly in your name with the transfer agent of Globus or NuVasive, respectively, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote directly at the applicable special meeting. You may also grant a proxy directly to Globus or NuVasive, as applicable, or to a third party to vote your shares at the applicable special meeting.

If your shares of Globus Common Stock or NuVasive Common Stock are held by a brokerage firm, bank, dealer or other similar organization, trustee, or nominee, you are considered the beneficial owner of shares held in “street name.” Your brokerage firm, bank, dealer or other similar organization, trustee, or nominee will send you, as the beneficial owner, a package describing the procedures for voting your shares. You should follow the instructions provided by your brokerage firm, bank, dealer or other similar organization, trustee, or nominee to vote your shares.

In order to attend and vote at the Globus Special Meeting, you should follow the voting instructions provided by your bank, broker or other nominee. If you hold your shares of Globus Common Stock through a stockbroker, nominee, fiduciary or other custodian you must obtain a legal proxy, executed in your favor, from the holder of record to be able to vote at the Globus Special Meeting. You should contact your bank or brokerage account representative to obtain a legal proxy.

If your shares of NuVasive Common Stock are held through a broker (typically referred to as being held in “street name”), you will receive separate voting instructions from your broker. You must follow the voting instructions provided by your broker in order to instruct your broker on how to vote your shares. Stockholders

 

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who hold shares in street name should generally be able to vote by returning the voting instruction card to their broker or by telephone or via the internet. However, the availability of telephone or internet voting will depend on the voting process of your broker. If you hold shares in “street name” through a bank, broker or other nominee and intend to vote your shares online during the NuVasive Special Meeting, you must request and obtain a valid legal proxy from your bank, broker or other nominee and register to attend the NuVasive Special Meeting as a stockholder at www.proxydocs.com/NUVA.

If my shares of Globus Common Stock or NuVasive Common Stock are held in “street name” by my brokerage firm, bank, dealer or other similar organization, trustee, or nominee, will my brokerage firm, bank, dealer or other similar organization, trustee, or nominee automatically vote those shares for me?

No. Your bank, broker or other nominee will only be permitted to vote your shares of Globus Common Stock or NuVasive Common Stock, as applicable, at the applicable special meeting if you instruct your bank, broker or other nominee. You should follow the procedures provided by your bank, broker or other nominee regarding the voting of your shares. Banks, brokers and other nominees who hold shares of Globus Common Stock or NuVasive Common Stock in “street name” for their customers have authority to vote on “routine” and “discretionary” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are prohibited from exercising their voting discretion with respect to non-routine and non-discretionary matters, which include all of the proposals currently expected to be voted on at the Globus Special Meeting and NuVasive Special Meeting. As a result, absent specific instructions from the beneficial owner of such shares, banks, brokers and other nominees are not empowered to vote such shares.

Broker non-votes, if any, will have no effect on the Globus Share Issuance Proposal or the Globus Adjournment Proposal.

Broker non-votes, if any, will have the same effect as a vote “AGAINST” the NuVasive Merger Proposal. Broker non-votes, if any, will have no effect on the NuVasive Compensation Proposal or the NuVasive Adjournment Proposal.

What should I do if I receive more than one set of voting materials for the same special meeting?

If you hold shares of Globus Common Stock or NuVasive Common Stock in “street name” and also directly in your name as a stockholder of record or otherwise, or if you hold shares of Globus Common Stock or NuVasive Common Stock in more than one brokerage account, you may receive more than one set of voting materials relating to the same Special Meeting.

Record Holders. For shares held directly, you can vote your shares by proxy via the internet, telephone or mail, and instructions regarding all three methods of voting are provided on the proxy card.

Shares Held in Street Name. For shares held in “street name” through a bank, broker or other nominee, you should follow the procedures provided by such bank, broker or other nominee to submit a proxy or vote your shares.

If a stockholder gives a proxy, how are the shares of Globus Common Stock or NuVasive Common Stock voted?

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card will vote your shares of Globus Common Stock or NuVasive Common Stock, as applicable, in the way that you indicate. For each item before the Globus Special Meeting or NuVasive Special Meeting, as applicable, you may specify whether your shares of Globus Common Stock or NuVasive Common Stock, as applicable, should be voted “for” or “against,” or abstain from voting.

For more information regarding how your shares will be voted if you properly sign, date and return a proxy card, but do not indicate how your Globus Common Stock or NuVasive Common Stock, as applicable, should be voted, for more information see “—How will my shares be voted if I return a blank proxy?

 

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How will my shares be voted if I return a blank proxy?

Globus

If you sign, date and return your proxy and do not indicate how you want your shares of Globus Common Stock to be voted, then your shares of Globus Common Stock will be voted in accordance with the recommendation of the Globus Board: “FOR” the Globus Share Issuance Proposal and “FOR” the Globus Adjournment Proposal.

NuVasive

If you sign, date and return your proxy and do not indicate how you want your shares of NuVasive Common Stock to be voted, then your shares of NuVasive Common Stock will be voted in accordance with the recommendation of the NuVasive Board: “FOR” the NuVasive Merger Proposal, “FOR” the NuVasive Compensation Proposal and “FOR” the NuVasive Adjournment Proposal.

Can I change my vote after I have submitted my proxy?

Globus

Yes. If you are a stockholder of record, you may revoke your proxy at any time before it is voted at the Globus Special Meeting by: (a) sending a signed written notice of revocation to Globus’s Corporate Secretary; (b) providing new voting instructions over the internet or telephone as instructed on your proxy card; (c) submitting a properly signed and dated proxy card with a later date that is received by Globus’s Corporate Secretary; or (d ) by attending the Globus Special Meeting and voting in person. Only your last submitted proxy will be considered. If you beneficially hold shares in “street name,” you must contact the broker or other nominee holding your shares and follow their instructions to change your vote or revoke your proxy. You may also change your vote by obtaining a legal proxy, executed in your favor from the holder of record, and voting your shares in person at the Globus Special Meeting.

NuVasive

Yes. If you are a stockholder of record, you may revoke your proxy at any time before it is voted at the NuVasive Special Meeting by: (a) providing new voting instructions by telephone or via the internet as described above; (b) delivering a proxy revocation or another duly executed proxy bearing a later date to the Secretary of NuVasive at NuVasive’s principal executive offices located at 12101 Airport Way, Broomfield, CO 80021; or (c) voting during the NuVasive Special Meeting by following the instructions available on the NuVasive Special Meeting website. Attendance at the NuVasive Special Meeting will not revoke a proxy unless you actually vote at the NuVasive Special Meeting. If you beneficially hold shares in “street name,” you must contact the broker or other nominee holding your shares and follow their instructions to change your vote or revoke your proxy.

If I hold my shares in “street name,” can I change my voting instructions after I have submitted voting instructions to my bank, broker or other nominee?

If your shares are held in the name of a bank, broker or other nominee and you previously provided voting instructions to your bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee to revoke or change your voting instructions.

Where can I find the voting results of the special meetings?

The preliminary voting results for each special meeting are expected to be announced at that special meeting. In addition, within four business days following certification of the final voting results, each of Globus and NuVasive will file the final voting results of its respective special meeting (or, if the final voting results have not yet been certified, the preliminary results) with the SEC on a Current Report on Form 8-K.

What will happen to NuVasive as a result of the Merger?

Upon the terms and subject to the conditions set forth in the Merger Agreement, Globus will acquire all of the outstanding shares of NuVasive through a merger of Merger Sub with and into NuVasive, with NuVasive continuing as the surviving corporation and as a wholly owned subsidiary of Globus. Furthermore, shares of NuVasive Common Stock will be delisted from Nasdaq and will no longer be publicly traded.

 

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Where will the shares of Globus Class A Common Stock that NuVasive stockholders receive in the Merger be publicly traded?

Assuming the Merger is completed, the shares of Globus Class A Common Stock that NuVasive stockholders receive in the Merger will be listed and traded on the NYSE under the symbol “GMED.”

Do NuVasive stockholders have dissenters’ or appraisal rights?

No. No appraisal rights are available to NuVasive stockholders in connection with the Merger under the DGCL.

Do Globus stockholders have dissenters’ or appraisal rights?

No. No appraisal rights are available to Globus stockholders in connection with the Merger under the DGCL.

Are there any risks that I should consider in deciding whether to vote for the approval of the Globus Share Issuance Proposal or the NuVasive Merger Proposal?

Yes. You should read and carefully consider the risk factors set forth in the section titled “Risk Factors.” You also should read and carefully consider the risk factors relating to Globus and NuVasive that are contained in the documents that are incorporated by reference in this joint proxy statement/prospectus.

What happens if I sell my shares of Globus Common Stock or NuVasive Common Stock after the respective record date but before the respective Special Meeting?

The Globus Record Date is earlier than the date of the Globus Special Meeting, and the NuVasive Record Date is earlier than the date of the NuVasive Special Meeting. If you sell or otherwise transfer your shares of Globus Common Stock or NuVasive Common Stock after the applicable record date but before the applicable special meeting, you will, unless special arrangements are made, retain your right to vote at the applicable special meeting.

Who will solicit and pay the cost of soliciting proxies?

Globus is soliciting proxies for the Globus Special Meeting.

NuVasive has engaged Innisfree M&A Incorporated, which is referred to as “Innisfree,” to assist in the solicitation of proxies for the NuVasive Special Meeting. NuVasive estimates that it will pay Innisfree a fee of approximately $80,000, plus reimbursement for certain out-of-pocket fees and expenses. NuVasive has agreed to indemnify Innisfree against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

Globus will bear the entire cost of soliciting proxies from Globus stockholders. Globus and NuVasive also may reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of Globus Common Stock and NuVasive Common Stock, respectively. Globus and NuVasive directors, officers and employees also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.

When is the Merger expected to be completed?

The transaction is expected to close in the middle of 2023, subject to the approval of both companies’ stockholders, regulatory approval, and other closing conditions. See the section titled “The Merger Agreement—Conditions to the Consummation of the Merger.”

 

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What are the conditions to the Merger?

The Merger is subject to a number of conditions to closing as specified in the Merger Agreement. These closing conditions include, among others, (i) approval by NuVasive stockholders of the NuVasive Merger Proposal; (ii) approval by Globus stockholders of the Globus Share Issuance Proposal; (iii) the absence of any law or order prohibiting consummation of the Merger; (iv) this registration statement on Form S-4 having been declared effective by the SEC; (v) the expiration or termination of the applicable waiting period (and any extension thereof) under the HSR Act; (vi) with respect to a party, accuracy of the other party’s representations and warranties, subject to certain materiality standards set forth in the Merger Agreement; (vii) with respect to a party, compliance by the other party in all material respects with such other party’s obligations under the Merger Agreement; and (viii) with respect to a party, the absence of a material adverse effect on the other party since February 8, 2023. See the section titled “The Merger Agreement—Conditions to the Consummation of the Merger.”

What respective equity stakes will Globus stockholders and NuVasive stockholders hold in the Combined Company immediately following the Merger?

Based on the number of shares of Globus Class A Common Stock and Globus Class B Common Stock outstanding on March 3, 2023, and the number of shares of NuVasive Common Stock outstanding on March 3, 2023, the latest practicable date prior to the date of this joint proxy statement/prospectus, upon completion of the Merger, former NuVasive stockholders are expected to own approximately 28% of the issued and outstanding shares of Globus Common Stock and approximately 11% of the voting power of the issued and outstanding shares of Globus Common Stock, and the current Globus stockholders are expected to own approximately 72% of the issued and outstanding shares of Globus Common Stock and approximately 89% of the voting power of the issued and outstanding shares of Globus Common Stock (with approximately 16% of the issued and outstanding shares of Globus Common Stock and approximately 66% of the voting power of the issued and outstanding shares of Globus Common Stock expected to be held by David C. Paul and certain of his affiliates).

Because the Exchange Ratio is fixed, the relative ownership interests of Globus stockholders and former NuVasive stockholders in the Combined Company immediately following the Merger will depend on the number of shares of Globus Common Stock and NuVasive Common Stock issued and outstanding immediately prior to the Merger.

If I am a NuVasive stockholder, how will I receive the merger consideration to which I am entitled?

If, at the Effective Time, you hold your shares of NuVasive Common Stock in book-entry form, whether through The Depository Trust Company, which is referred to as “DTC,” or otherwise, you will not be required to take any specific actions to exchange your shares of NuVasive Common Stock for shares of Globus Class A Common Stock and, if applicable, cash consideration in lieu of any fractional shares. Such shares will, following the Effective Time, be automatically exchanged for shares of Globus Class A Common Stock (in book-entry form) and cash in lieu of any fractional shares of Globus Class A Common Stock to which you are entitled. If, at the Effective Time, you instead hold your shares of NuVasive Common Stock in certificated form, then, after receiving the proper documentation from you following the Effective Time, the exchange agent will deliver to you the shares of Globus Class A Common Stock (in book-entry form) and cash in lieu of any fractional shares of Globus Class A Common Stock to which you are entitled. See the section titled “The Merger Agreement—Procedures for Surrendering NuVasive Certificates.

What are the material U.S. federal income tax consequences of the Merger to U.S. holders of shares of NuVasive Common Stock?

NuVasive and Globus intend for the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes. NuVasive and Globus must use reasonable best

 

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efforts to obtain an opinion from external counsel, dated as of the closing date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Assuming the Merger so qualifies, U.S. holders (as defined in the section titled “Material U.S. Federal Income Tax Consequences of the Merger”) of shares of NuVasive Common Stock generally will not recognize any gain or loss for U.S. federal income tax purposes upon receipt of Globus Class A Common Stock in exchange for NuVasive Common Stock in the Merger, other than gain or loss, if any, with respect to any cash received in lieu of a fractional share of Globus Class A Common Stock.

The material U.S. federal income tax consequences of the Merger to U.S. holders are discussed in more detail in the section titled “Material U.S. Federal Income Tax Consequences of the Merger.” The discussion of the material U.S. federal income tax consequences contained in this joint proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all potential U.S. federal income tax consequences of the Merger. Such consequences may vary with, or be dependent on, individual circumstances. In addition, it does not address the effects of any foreign, state or local tax laws or any U.S. federal tax laws other than U.S. federal income tax laws.

Tax matters are complicated and the tax consequences of the Merger will depend on the facts of your own situation. You are urged to consult your own tax advisor as to the specific tax consequences of the Merger to you in your particular circumstances.

Should I send in my NuVasive Common Stock certificates now?

No. Please do not send your NuVasive Common Stock certificates now. If you are a stockholder of record with your shares held in certificated form, you will receive instructions for returning such certificates to the exchange agent in connection with the Merger. Please do not send in your stock certificates with your proxy card.

What should I do now?

You should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes.

Globus stockholders:

If you are a Globus stockholder of record, you may vote at the Globus Special Meeting by proxy through the internet, by telephone, by mail, or by attending and voting at the Globus Special Meeting at Globus’s corporate headquarters located at Valley Forge Business Center, 2560 General Armistead Avenue, Audubon, Pennsylvania 19403.

If your shares of Globus Common Stock are held through a broker (typically referred to as being held in “street name”), you will receive separate voting instructions from your broker. You must follow the voting instructions provided by your broker in order to instruct your broker on how to vote your shares.

NuVasive stockholders: If you are a NuVasive stockholder of record, you may vote at the NuVasive Special Meeting by proxy through the internet, by telephone, by mail, or by virtually attending and voting at the NuVasive Special Meeting via the NuVasive Special Meeting website.

If your shares of NuVasive Common Stock are held through a broker (typically referred to as being held in

“street name”), you will receive separate voting instructions from your broker. You must follow the voting instructions provided by your broker in order to instruct your broker on how to vote your shares.

What is householding?

Householding is a procedure approved by the SEC under which a single copy of certain materials are delivered to multiple stockholders of NuVasive or Globus, as applicable, who share the same address, unless a

 

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contrary instruction is received from one or more of such stockholders. Globus and NuVasive have each previously adopted householding for stockholders of record. As a result, stockholders with the same address and last name may receive only one copy of this joint proxy statement/prospectus from Globus or NuVasive, as applicable. Requests for additional copies of this joint proxy statement/prospectus should be directed to, as applicable: Globus Medical, Inc., Valley Forge Business Center, 2560 General Armistead Avenue, Audubon, PA 19403, Attention: Legal Department; or NuVasive, Inc., 7475 Lusk Boulevard, San Diego, CA 92121, Attention: Investor Relations Department, or by telephone at (858) 210-2129. “Street name” stockholders may contact their broker, bank, or other nominee to request information about householding.

Who will count the votes?

For NuVasive, the votes will be counted by a representative of                     , who will act as the inspector of election appointed for the NuVasive Special Meeting.

For Globus, the votes will be counted by a representative of                     , who will act as the inspector of election appointed for the Globus Special Meeting.

How can I find more information about Globus and NuVasive?

You can find more information about Globus and NuVasive from various sources described in the section titled “Where You Can Find More Information.”

Whom do I call if I have questions about the Special Meetings or the Merger?

If you have questions about the NuVasive Special Meeting, the Globus Special Meeting or the Merger, or desire additional copies of this joint proxy statement/prospectus or additional proxies, you may use the applicable contact information below:

 

If you are a Globus stockholder:    If you are a NuVasive stockholder:

Attention: Investor Relations Department

Valley Forge Business Center

2560 General Armistead Avenue

Audubon, Pennsylvania 19403

  

LOGO

(610) 930-1800   

 

Innisfree M&A Incorporated

   501 Madison Avenue, 20th Floor
   New York, New York 10022
   Stockholders may call toll free: (877) 456-3524
   Banks and Brokers may call collect: (212) 750-5833

 

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SUMMARY

For your convenience, provided below is a brief summary of certain information contained in this joint proxy statement/prospectus. This summary highlights selected information from this joint proxy statement/prospectus and does not contain all of the information that may be important to you as a Globus stockholder or NuVasive stockholder. For a more complete description of the terms of the Merger, you should read carefully this entire joint proxy statement/prospectus, its annexes and the other documents to which you are referred. Items in this summary include a page reference directing you to a more complete description of those items. You may obtain the information incorporated by reference in this joint proxy statement/prospectus, without charge, by following the instructions under “Where You Can Find More Information.”

The Parties to the Merger (Page 36)

Globus Medical, Inc.

Globus, headquartered in Audubon, Pennsylvania, is a medical device company that develops and commercializes healthcare solutions whose mission is to improve the quality of life of patients with musculoskeletal disorders. Founded in 2003, Globus is committed to medical device innovation and delivering exceptional service to hospitals, ambulatory surgery centers and physicians to advance patient care and improve efficiency. Since inception, Globus has listened to the voice of the surgeon to develop practical solutions and products to help surgeons effectively treat patients and improve lives.

Globus is an engineering-driven company with a history of rapidly developing and commercializing advanced products and procedures to address treatment challenges. With over 230 product launches across 54 countries worldwide, Globus offers a comprehensive portfolio of innovative and differentiated technologies that are used to treat a variety of musculoskeletal conditions. Globus’s principal executive offices are located at Valley Forge Business Center, 2560 General Armistead Avenue, Audubon, Pennsylvania 19403, and its telephone number is (610) 930-1800.

NuVasive, Inc.

NuVasive is a global medical technology company focused on developing, manufacturing, selling and providing procedural solutions for spine surgery, with a guiding purpose to transform surgery, advance care and change lives. NuVasive offers a comprehensive portfolio of procedurally integrated spine surgery solutions, including surgical access instruments, spinal implants, fixation systems, biologics, and enabling technologies, as well as systems and services for intraoperative neuromonitoring. In addition, NuVasive develops and sells magnetically adjustable implant systems for spine and specialized orthopedic procedures. NuVasive’s principal executive offices are located at 12101 Airport Way, Broomfield, Colorado 80021, and its telephone number is (800) 455-1476.

Zebra Merger Sub, Inc.

Zebra Merger Sub, Inc. was formed by Globus for the sole purpose of effecting the Merger. Merger Sub has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in the Merger Agreement. By operation of the Merger, Merger Sub will be merged with and into NuVasive, with NuVasive continuing as the surviving corporation and as a wholly owned subsidiary of Globus, and the separate existence of Merger Sub will cease. Merger Sub’s principal executive offices are located at Valley Forge Business Center, 2560 General Armistead Avenue, Audubon, Pennsylvania 19403, and its telephone number is (610) 930-1800.

 

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The Merger and the Merger Agreement (Pages 56 and 111)

The terms and conditions of the Merger are contained in the Merger Agreement, a copy of which is attached as Annex A hereto. Globus and NuVasive encourage you to read the Merger Agreement carefully and in its entirety, as it is the legal document that governs the Merger.

The Merger Agreement provides that, subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into NuVasive, with NuVasive continuing as the surviving corporation, and as a wholly owned subsidiary of Globus.

Merger Consideration (Page 112)

At the Effective Time, by virtue of the Merger: (i) each share of NuVasive Common Stock held in treasury or held or owned by NuVasive, Globus or Merger Sub immediately prior to the Effective Time will be cancelled (collectively, “cancelled shares”) without consideration; and (ii) each share of NuVasive Common Stock, other than any cancelled shares, outstanding immediately prior to the Effective Time will be converted into the right to receive 0.75 fully paid and non-assessable shares of Globus Class A Common Stock (subject to adjustments in the event of any stock split or similar change to the number of shares of NuVasive Common Stock or Globus Class A Common Stock issued and outstanding prior to the Effective Time as a result of specified events, as specified in the Merger Agreement). No fractional shares of Globus Class A Common Stock will be issued in connection with the Merger, and NuVasive stockholders who would have been entitled to receive a fraction of a share of Globus Class A Common Stock will receive cash in lieu of fractional shares.

Treatment of NuVasive Equity Awards (Page 114)

At the Effective Time, NuVasive equity awards will be treated as follows:

 

   

Each restricted stock unit award granted under NuVasive’s equity plans (a “NuVasive RSU Award”) outstanding immediately prior to the Effective Time will, (i) if held by a non-employee member of the NuVasive Board, fully vest and be cancelled and converted automatically into the right to receive (without interest) the merger consideration in respect of each share of NuVasive Common Stock underlying such NuVasive RSU Award, and (ii) if not held by an individual described in clause (i), automatically be converted and assumed or replaced by Globus, in accordance with, and remaining subject to, the terms and conditions of the applicable NuVasive equity plan and award agreement by which it is evidenced, including any service-based vesting conditions, except that each such converted Globus award will be denominated in a number of shares of Globus Class A Common Stock equal to the product of (x) the number of shares of NuVasive Common Stock subject to the applicable NuVasive RSU Award immediately prior to the Effective Time, multiplied by (y) the Exchange Ratio, rounded to the nearest whole number of shares of Globus Class A Common Stock;

 

   

Each NuVasive performance restricted stock unit award granted under NuVasive’s equity plans (a “NuVasive PRSU Award”) outstanding immediately prior to the Effective Time, other than any NuVasive PRSU Award held by consultants to NuVasive, will automatically be converted and assumed or replaced by Globus, in accordance with, and remaining subject to, the terms and conditions of the applicable NuVasive equity plan and award agreement by which it is evidenced as each is in effect as of the date of the Merger Agreement, including any service-based vesting conditions but excluding any performance-based vesting conditions, except that each such assumed Globus award will be denominated in a number of shares of Globus Class A Common Stock equal to the product of (x) 100% of the target number of shares of NuVasive Common Stock subject to such NuVasive PRSU Award immediately prior to the Effective Time (subject to adjustment to reflect actual 2023 performance to

 

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the extent reasonably determinable prior to the Effective Time if the Effective Time occurs in the 2024 calendar year), multiplied by (y) the Exchange Ratio, rounded to the nearest whole number of shares of Globus Class A Common Stock;

 

   

Certain NuVasive PRSU Awards outstanding immediately prior to the Effective Time held by a consultant to NuVasive and specified in NuVasive’s confidential disclosure letter will fully vest as to all or some of the shares of NuVasive Common Stock subject thereto and be cancelled and converted automatically into the right to receive (without interest) the merger consideration in respect of each share of NuVasive Common Stock subject to such NuVasive PRSU Award immediately prior to the Effective Time; and

 

   

Certain NuVasive PRSU Awards outstanding immediately prior to the Effective Time held by a consultant to NuVasive and specified in NuVasive’s confidential disclosure letter will automatically be converted and assumed or replaced by Globus, in accordance with, and remaining subject to, the terms and conditions of the applicable NuVasive equity plan and award agreement by which it is evidenced, including any service-based and performance-based vesting conditions, except that each such assumed award will be denominated and settled solely in shares of Globus Class A Common Stock equal to the product of (x) 100% of the target number of shares of NuVasive Common Stock subject to the applicable NuVasive PRSU Award immediately prior to the Effective Time, multiplied by (y) the Exchange Ratio, rounded to the nearest whole number of shares of Globus Class A Common Stock.

NuVasive Employee Stock Purchase Plan (Page 135)

NuVasive is required to ensure that (i) no new offering periods under the Amended and Restated 2004 NuVasive Employee Stock Purchase Plan of NuVasive, Inc., as amended (the “NuVasive ESPP”) will commence through the closing date, (ii) there will be no increase in the amount of payroll deductions permitted to be made by the participants under the NuVasive ESPP during the current offering period and (iii) no individuals will commence participation in the NuVasive ESPP through the closing date. To the extent applicable, no later than five days prior to the closing date, any then-current offering period under the NuVasive ESPP will end and each participant’s accumulated payroll deductions will be used to purchase shares of NuVasive Common Stock in accordance with the terms of the plan. NuVasive will ensure that the NuVasive ESPP will terminate immediately prior to the Effective Time contingent upon the occurrence of the closing.

Globus’s Reasons for the Merger and Recommendation of the Globus Board of Directors (Page 69)

The Globus Board unanimously recommends that you vote “FOR” the Globus Share Issuance Proposal and “FOR” the Globus Adjournment Proposal. For a description of factors considered by the Globus Board in reaching its decision to approve the Merger Agreement and the transactions contemplated thereby, including the Merger and the Share Issuance, and additional information on the recommendation of the Globus Board, see the section titled “The Merger—Globus’s Reasons for the Merger and Recommendation of the Globus Board of Directors.”

NuVasive’s Reasons for the Merger and Recommendation of the NuVasive Board (Page 73)

The NuVasive Board unanimously recommends that you vote “FOR” the NuVasive Merger Proposal, “FOR” the NuVasive Compensation Proposal and “FOR” the NuVasive Adjournment Proposal. For a description of factors considered by the NuVasive Board in reaching its decision to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and additional information on the recommendation of the NuVasive Board, see the section titled “The Merger—NuVasive’s Reasons for the Merger and Recommendation of the NuVasive Board of Directors.”

 

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Opinion of Globus’s Financial Advisor

Opinion of Goldman Sachs & Co. LLC (Page 78; Annex C)

Goldman Sachs & Co. LLC (“Goldman Sachs”) delivered its oral opinion, subsequently confirmed in writing, to the Globus Board that, as of February 8, 2023 and based upon and subject to the factors and assumptions set forth therein, the Exchange Ratio pursuant to the Merger Agreement was fair from a financial point of view to Globus.

The full text of the written opinion of Goldman Sachs, dated February 8, 2023, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Globus Board in connection with its consideration of the Merger. Goldman Sachs’ opinion is not a recommendation as to how any holder of shares of Globus Common Stock should vote with respect to the Merger or any other matter. Pursuant to an engagement letter between Globus and Goldman Sachs, Globus has agreed to pay Goldman Sachs a transaction fee of $6.0 million, all of which is contingent upon consummation of the Merger.

This summary is qualified in its entirety by reference to the full text of such opinion. For additional information, see Annex C and the section entitled “The Merger—Opinion of Globus’s Financial Advisor”.

Opinion of NuVasive’s Financial Advisor

Opinion of BofA Securities, Inc. (Page 86; Annex D)

In connection with the Merger, BofA Securities, Inc. (“BofA Securities”), NuVasive’s financial advisor, delivered to the NuVasive Board an oral opinion on February 8, 2023, which was confirmed by delivery of a written opinion dated February 8, 2023, as to the fairness, from a financial point of view and as of the date of the opinion, of the Exchange Ratio to the holders of NuVasive Common Stock. The full text of the written opinion, dated February 8, 2023, of BofA Securities, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex D to this document and is incorporated by reference herein in its entirety. BofA Securities provided its opinion to the NuVasive Board (in its capacity as such) for the benefit and use of the NuVasive Board in connection with and for purposes of its evaluation of the Exchange Ratio from a financial point of view. BofA Securities’ opinion does not address any other aspect of the Merger and no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to NuVasive or in which NuVasive might engage or as to the underlying business decision of NuVasive to proceed with or effect the Merger. BofA Securities’ opinion does not address any other aspect of the Merger and does not constitute a recommendation to any stockholder as to how to vote or act in connection with the proposed Merger or any related matter.

The Globus Special Meeting (Page 37)

The Globus Special Meeting will be held at                      , local time, on             , 2023, at Globus’s corporate headquarters located at Valley Forge Business Center, 2560 General Armistead Avenue, Audubon, Pennsylvania 19403.

The purposes of the Globus Special Meeting are as follows:

 

   

Globus Proposal 1: Approval of the Globus Share Issuance. To consider and vote on the Globus Share Issuance Proposal; and

 

   

Globus Proposal 2: Adjournment of the Globus Special Meeting. To consider and vote on the Globus Adjournment Proposal.

 

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Approval of the Globus Share Issuance Proposal by Globus stockholders is a condition to the completion of the Merger. Approval of the Globus Adjournment Proposal is not a condition to the obligation of either Globus or NuVasive to complete the Merger.

Each Globus stockholder is entitled to one vote for each share of Globus Class A Common Stock held of record at the close of business on the Globus Record Date on each proposal and ten votes for each share of Globus Class B Common Stock held of record at the close of business on the Globus Record Date on each proposal. Only Globus stockholders of record at the close of business on the Globus Record Date are entitled to receive notice of and to vote at the Globus Special Meeting and any and all adjournments or postponements thereof.

A quorum of Globus stockholders is necessary to conduct business at the Globus Special Meeting. The holders of a majority of the voting power of the issued and outstanding shares of Globus Common Stock entitled to vote at the Globus Special Meeting must be present in person or represented by proxy in order to constitute a quorum for the transaction of business at the Globus Special Meeting. Abstentions will count as votes present and entitled to vote for the purpose of determining the presence of a quorum for the transaction of business at the Globus Special Meeting. Since all of the proposals currently expected to be voted on at the Globus Special Meeting are considered non-routine and non-discretionary matters, shares held in “street name” through a broker, bank or other nominee are not expected to be counted as present for the purpose of determining the existence of a quorum if such broker, bank or other nominee does not have instructions to vote on any such proposals. Pursuant to the Voting Agreement, the Supporting Stockholders are obligated to cause the shares of Globus Class B Common Stock subject to the Voting Agreement to be counted as present at the Globus Special Meeting for purposes of establishing a quorum. Such shares are sufficient to constitute a quorum.

Globus Proposal 1: Globus Share Issuance Proposal

Assuming a quorum is present at the Globus Special Meeting, approval of the Globus Share Issuance Proposal requires the affirmative vote of the holders of a majority of the voting power of the Globus Common Stock present in person or represented by proxy at the Globus Special Meeting.

Any shares not present or represented by proxy (including due to the failure of a Globus stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions with respect to any proposals at the Globus Special Meeting to such bank, broker or other nominee) will have no effect on the outcome of the Globus Share Issuance Proposal, provided that a quorum is otherwise present. An abstention by any Globus Common Stock present or represented by proxy at the Globus Special Meeting on the Globus Share Issuance Proposal will have the same effect as a vote “AGAINST” the Globus Share Issuance Proposal. Broker non-votes, if any, will have no effect on the Globus Share Issuance Proposal.

Globus Proposal 2: Globus Adjournment Proposal

Approval of the Globus Adjournment Proposal requires the affirmative vote of the holders of a majority of the voting power of the Globus Common Stock present in person or represented by proxy at the Globus Special Meeting.

If a quorum is not present or represented at the Globus Special Meeting, then the Globus stockholders entitled to vote thereat, present in person or represented by proxy, may adjourn the meeting.

Any shares not present or represented by proxy (including due to the failure of a Globus stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions with respect to any proposals at the Globus Special Meeting to such bank, broker or other nominee) will have no effect on the outcome of the Globus Adjournment Proposal. An abstention by any Globus Common Stock present or

 

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represented by proxy on the Globus Adjournment Proposal will have the same effect as a vote “AGAINST” the Globus Adjournment Proposal. Broker non-votes, if any, will have no effect on the Globus Adjournment Proposal.

The NuVasive Special Meeting (Page 46)

The NuVasive Special Meeting will be held virtually via the internet on              , 2023, beginning at                     Mountain Time. The NuVasive Special Meeting will be held solely by means of remote communication via the internet. There will not be a physical location. NuVasive stockholders will be able to virtually attend and vote at the NuVasive Special Meeting via the NuVasive Special Meeting website.

The purposes of the NuVasive Special Meeting are as follows:

 

   

NuVasive Proposal 1: Adoption of the Merger Agreement. To consider and vote on the NuVasive Merger Proposal;

 

   

NuVasive Proposal 2: Approval, on an Advisory Non-Binding Basis, of Certain Merger-Related Compensatory Arrangements with NuVasive Named Executive Officers. To consider and vote on the NuVasive Compensation Proposal; and

 

   

NuVasive Proposal 3: Adjournment of the NuVasive Special Meeting. To consider and vote on the NuVasive Adjournment Proposal.

Approval of the NuVasive Merger Proposal by NuVasive stockholders is a condition to the Merger. Approval of the advisory NuVasive Compensation Proposal and the NuVasive Adjournment Proposal are not conditions to the obligation of either Globus or NuVasive to complete the Merger.

Each NuVasive stockholder is entitled to one vote on each proposal for each share of NuVasive Common Stock held of record at the close of business on the NuVasive Record Date. Only NuVasive stockholders of record at the close of business on the NuVasive Record Date are entitled to receive notice of and to vote at the NuVasive Special Meeting and any and all adjournments or postponements thereof.

A quorum of NuVasive stockholders is necessary to conduct business at the NuVasive Special Meeting. The holders of a majority of the shares of NuVasive Common Stock entitled to vote at the NuVasive Special Meeting must be present in person or represented by proxy in order to constitute a quorum for the transaction of business at the NuVasive Special Meeting. Virtual attendance by stockholders of record at the NuVasive Special Meeting will constitute presence in person for the purpose of determining the presence of a quorum for the transaction of business at the NuVasive Special Meeting. Abstentions will count as votes present and entitled to vote for the purpose of determining the presence of a quorum for the transaction of business at the NuVasive Special Meeting. Since all of the proposals currently expected to be voted on at the NuVasive Special Meeting are considered non-routine and non-discretionary matters, shares held in “street name” through a broker, bank or other nominee are not expected to be counted as present for the purpose of determining the existence of a quorum if such broker, bank or other nominee does not have instructions to vote on at least one of the proposals brought before the NuVasive Special Meeting.

NuVasive Proposal 1: NuVasive Merger Proposal

Assuming a quorum is present at the NuVasive Special Meeting, approval of the NuVasive Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of NuVasive Common Stock entitled to vote thereon at the close of business on the NuVasive Record Date. If you are a NuVasive stockholder and fail to vote, fail to instruct your bank, broker or other nominee to vote with respect to the NuVasive Merger Proposal, or abstain from voting, it will have the same effect as a vote “AGAINST” the NuVasive Merger Proposal. Broker non-votes, if any, will have the same effect as a vote “AGAINST” the NuVasive Merger Proposal.

 

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NuVasive Proposal 2: NuVasive Compensation Proposal

Assuming a quorum is present at the NuVasive Special Meeting, approval of the NuVasive Compensation Proposal requires the affirmative vote of a majority of the shares of NuVasive Common Stock present or represented by proxy at the meeting and entitled to vote thereon. Any shares not present or represented by proxy (including due to the failure of a NuVasive stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions with respect to any proposals at the NuVasive Special Meeting to such bank, broker or other nominee) will have no effect on the outcome of the NuVasive Compensation Proposal, provided that a quorum is otherwise present. An abstention by any shares present or represented by proxy on the NuVasive Compensation Proposal will have the same effect as a vote “AGAINST” the NuVasive Compensation Proposal. Broker non-votes, if any, will have no effect on the NuVasive Compensation Proposal.

NuVasive Proposal 3: NuVasive Adjournment Proposal

Approval of the NuVasive Adjournment Proposal requires the affirmative vote of a majority of the shares of NuVasive Common Stock present or represented by proxy at the meeting and entitled to vote thereon. Any shares not present or represented by proxy (including due to the failure of a NuVasive stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions with respect to any proposals at the NuVasive Special Meeting to such bank, broker or other nominee) will have no effect on the outcome of the NuVasive Adjournment Proposal. An abstention or failure to vote any shares present or represented by proxy on the NuVasive Adjournment Proposal will have the same effect as a vote “AGAINST” the NuVasive Adjournment Proposal. Broker non-votes, if any, will have no effect on the NuVasive Adjournment Proposal.

Interests of Globus Directors and Executive Officers in the Merger (Page 153)

Other than with respect to continued service for, employment by and/or the right to continued indemnification by the Combined Company, and the rights and obligations of the Supporting Stockholders under the Voting Agreement, as of the date of this joint proxy statement/prospectus, Globus directors and executive officers do not have interests in the Merger that are different from, or in addition to, the interests of other Globus stockholders generally. For more information, see the section titled “Interests of Globus Directors and Executive Officers in the Merger.”

Interests of NuVasive Directors and Executive Officers in the Merger (Page 154)

In considering the recommendation of the NuVasive Board to vote in favor of the NuVasive Merger Proposal, NuVasive stockholders should be aware that the directors and executive officers of NuVasive have interests in the Merger that may be different from, or in addition to, the interests of NuVasive stockholders generally. The members of the NuVasive Board were aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement, in approving the Merger Agreement and in determining to recommend that NuVasive stockholders approve the NuVasive Merger Proposal and the NuVasive Adjournment Proposal. For more information, see the section titled “Interests of NuVasive Directors and Executive Officers in the Merger.”

Certain Beneficial Owners of Globus Common Stock (Page 172)

At the close of business on March 3, 2023, the latest practicable date prior to the date of this joint proxy statement/prospectus, the members of the Globus Board and Globus’s executive officers and their affiliates, as a group, owned and were entitled to vote approximately 75% of the voting power of Globus Common Stock, including the approximately 20,867,524 shares of Globus Class B Common Stock (which represents approximately 69% of the total voting power of the outstanding Globus Common Stock) covered by the Voting

 

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Agreement described below and entered into by the Supporting Stockholders, in their capacity as stockholders of Globus. For more information regarding the Voting Agreement, see the section titled “Voting Agreement.”

Pursuant to the Voting Agreement, Globus currently expects that the Supporting Stockholders will vote their approximately 20,867,524 shares of Globus Class B Common Stock (which are subject to the Voting Agreement and represent approximately 70% of the total voting power of the outstanding Globus Common Stock) “FOR” the Globus Share Issuance Proposal and “FOR” the Globus Adjournment Proposal. Such votes are sufficient to approve the Globus Share Issuance Proposal and the Globus Adjournment Proposal.

For more information regarding the security ownership of Globus directors and executive officers, see the section titled “Certain Beneficial Owners of Globus Common Stock.”

Certain Beneficial Owners of NuVasive Common Stock (Page 174)

At the close of business on March 3, 2023, the latest practicable date prior to the date of this joint proxy statement/prospectus, members of the NuVasive Board and executive officers and their affiliates, as a group, owned and were entitled to vote less than 1% of the shares of NuVasive Common Stock.

NuVasive currently expects that all members of the NuVasive Board and NuVasive’s executive officers will vote their shares of NuVasive Common Stock “FOR” the NuVasive Merger Proposal, “FOR” the NuVasive Compensation Proposal and “FOR” the NuVasive Adjournment Proposal. For more information regarding the security ownership of the members of the NuVasive Board and NuVasive’s executive officers, see the section titled “Certain Beneficial Owners of NuVasive Common Stock.”

Governance Matters After the Merger (Page 107)

Pursuant to the Merger Agreement, Globus has agreed to take all necessary action to cause, as of the Effective Time, an increase in the size of the Globus Board to eleven directors, and to authorize and effect the appointment of three additional directors proposed by the NuVasive Board and acceptable to the Globus Board. One of each of the three additional NuVasive designated directors will be appointed as a member of each of the three classes of directors serving on the Globus Board. The identity of the three NuVasive director designees has not been determined as of the date of this joint proxy statement/prospectus.

Regulatory Approvals and Related Matters (Page 107)

The obligations of Globus and NuVasive to consummate the Merger are subject to, among other conditions, the expiration or earlier termination of any waiting period (and any extension thereof) under the HSR Act. Globus and NuVasive filed the notifications required under the HSR Act with the Premerger Notification Office of the Federal Trade Commission and the Antitrust Division of the Department of Justice on March 3, 2023.

Under the Merger Agreement, each of Globus and NuVasive has agreed to use their respective reasonable best efforts, with certain specified limitations, to take, or cause to be taken, all actions necessary to complete the Merger as soon as reasonably practicable after the date of the Merger Agreement; however, Globus is not required to propose, commit to, effect or agree to, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, holding separate or other disposition of any business, asset, property or product line of NuVasive, Globus or any of their respective subsidiaries that generated total net sales in excess of $40 million in the twelve-month period ending December 31, 2022. For more information, see the section titled “The Merger—Regulatory Approvals and Related Matters.”

Appraisal Rights (Page 112)

In accordance with Section 262 of the DGCL, no appraisal rights are available to NuVasive stockholders in connection with the Merger.

 

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Globus stockholders do not have appraisal rights in connection with the Merger.

Conditions to the Consummation of the Merger (Page 115)

The obligations of Globus and NuVasive to consummate the transactions contemplated by the Merger Agreement are subject to the satisfaction or waiver (to the extent permitted by applicable law) by Globus and NuVasive of the following conditions:

 

   

approval by Globus stockholders of the Globus Share Issuance Proposal;

 

   

approval by NuVasive stockholders of the NuVasive Merger Proposal;

 

   

this registration statement on Form S-4 becoming effective under the Securities Act, no SEC stop order suspending the effectiveness of this registration statement being in effect and no proceedings for such purpose pending before the SEC;

 

   

the expiration or termination of the waiting period (and any extension thereof) applicable to the transactions contemplated by the Merger Agreement under the HSR Act;

 

   

the absence of any order enacted, promulgated, issued or entered after the date of the Merger Agreement by any governmental body enjoining, restraining, preventing or prohibiting the consummation of the Merger and the absence of any law enacted or promulgated after the date of the Merger Agreement which remains in effect that prohibits or makes illegal the consummation of the Merger; and

 

   

the approval for listing on the NYSE, subject to official notice of issuance, of the Globus Class A Common Stock issuable to the NuVasive stockholders in the Merger.

In addition, Globus’s and Merger Sub’s obligations to consummate the transactions contemplated by the Merger Agreement are subject to the satisfaction or waiver (to the extent permitted by applicable law) of the following conditions as of the closing date:

 

   

representations and warranties NuVasive made in the Merger Agreement being true and correct, subject to the standards and qualifications set forth in the Merger Agreement;

 

   

compliance by NuVasive in all material respects with all of the covenants and agreements under the Merger Agreement required to be performed by NuVasive at or prior to the closing date;

 

   

the absence of a material adverse effect on NuVasive since the date of the Merger Agreement (i.e., February 8, 2023); and

 

   

the delivery by NuVasive to Globus of a certificate executed by a duly authorized NuVasive officer, dated as of the closing date, stating that the conditions in the three preceding bullet points have been satisfied.

In addition, NuVasive’s obligations to consummate the transactions contemplated by the Merger Agreement are subject to the satisfaction or waiver (to the extent permitted by applicable law) of the following conditions as of the closing date:

 

   

representations and warranties Globus and Merger Sub made in the Merger Agreement being true and correct, subject to the standards and qualifications set forth in the Merger Agreement;

 

   

compliance by each of Globus and Merger Sub in all material respects with its respective covenants and agreements under the Merger Agreement required to be performed by it at or prior to the closing date;

 

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the absence of a material adverse effect on Globus since the date of the Merger Agreement (i.e., February 8, 2023); and

 

   

the delivery by Globus to NuVasive of a certificate executed by a Globus duly authorized officer, dated as of the closing date, stating that the conditions in the three preceding bullet points have been satisfied.

No Solicitation (Page 129)

Subject to certain exceptions, NuVasive has agreed that it will not, and it will cause its directors and subsidiaries not to, and it will instruct its and their respective representatives not to, directly or indirectly:

 

   

initiate, seek or solicit, or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of any proposal that constitutes, or would reasonably be expected to lead to, a NuVasive Acquisition Proposal;

 

   

participate or engage in discussions (except to notify a person that makes an inquiry or offer with respect to a NuVasive Acquisition Proposal of the existence of the provisions of the Merger Agreement described by this paragraph or to clarify whether any such inquiry, offer or proposal constitutes a NuVasive Acquisition Proposal) or negotiations with, or disclose any non-public information or data relating to, NuVasive or any of its subsidiaries or afford access to the properties, books or records of NuVasive, or any of its subsidiaries to any person that has made or could reasonably be expected to make, or in connection with, a NuVasive Acquisition Proposal; or

 

   

enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect to a NuVasive Acquisition Proposal (other than certain confidentiality agreements permitted under the Merger Agreement).

Subject to certain exceptions, Globus has agreed that it will not, and will cause its directors and subsidiaries not to, and will instruct its and their respective representatives not to, directly or indirectly:

 

   

initiate, seek or solicit, or knowingly encourage or facilitate (including by way of furnishing non-public information) or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of any proposal that constitutes, or would reasonably be expected to lead to, a Globus Acquisition Proposal;

 

   

participate or engage in discussions (except to notify a person that makes an inquiry or offer with respect to a Globus Acquisition Proposal of the existence of the provisions of the Merger Agreement described by this paragraph or to clarify whether any such inquiry, offer or proposal constitutes a Globus Acquisition Proposal) or negotiations with, or disclose any non-public information or data relating to, Globus or any of its subsidiaries or afford access to the properties, books or records of Globus, or any of its subsidiaries to any person that has made or could reasonably be expected to make, or in connection with, a Globus Acquisition Proposal; or

 

   

enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect to a Globus Acquisition Proposal (other than certain confidentiality agreements permitted under the Merger Agreement).

 

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NuVasive Change in Recommendation (Page 126)

Except as described below, NuVasive has agreed that neither the NuVasive Board nor any committee thereof will directly or indirectly:

 

   

withhold, withdraw (or amend, qualify or modify in a manner adverse to Globus or Merger Sub), or publicly propose to withdraw (or amend, qualify or modify in a manner adverse to Globus or Merger Sub), the approval, recommendation or declaration of advisability by the NuVasive Board or any such committee of the Merger;

 

   

propose publicly to recommend, adopt or approve any NuVasive Acquisition Proposal;

 

   

fail to recommend that NuVasive stockholders approve the transactions contemplated by the Merger Agreement and adopt the Merger Agreement (such recommendation, the “NuVasive Board Recommendation”) in this joint proxy statement/prospectus; or

 

   

fail to reaffirm or re-publish the NuVasive Board Recommendation within specified periods after being requested by Globus to do so.

The actions described in the preceding bullet points each constitute a “NuVasive Adverse Recommendation Change.” NuVasive may effect a NuVasive Adverse Recommendation Change in response to a NuVasive Superior Proposal or terminate the Merger Agreement in order to enter into a definitive agreement with respect to a NuVasive Superior Proposal, subject to advance notice and negotiation obligations in favor of Globus, any time prior to obtaining the NuVasive Stockholder Approval in response to a NuVasive Acquisition Proposal that the NuVasive Board has determined in its reasonable discretion is a NuVasive Superior Proposal that has not been withdrawn and did not result from a breach of NuVasive’s non-solicitation obligations with respect to NuVasive Acquisition Proposals under the Merger Agreement if the NuVasive Board determines in good faith after consultation with its outside legal counsel and financial advisor that the failure to make a NuVasive Adverse Recommendation Change would be inconsistent with its fiduciary obligations to its stockholders under applicable law.

The NuVasive Board may also effect a NuVasive Adverse Recommendation Change, subject to advance notice and negotiation obligations in favor of Globus, if the NuVasive Board determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable law.

NuVasive has agreed to advise Globus in writing as promptly as practicable after receipt (and in any event within forty-eight hours) of any request for information or any NuVasive Acquisition Proposal received from any person and the material terms and conditions of such acquisition proposal, and NuVasive has agreed to promptly provide Globus copies of any written requests, proposals or offers, including proposed agreements, received by NuVasive in connection with any of the foregoing and the identity of the person or group making any such request, acquisition proposal or inquiry or with whom any discussions or negotiations are taking place. NuVasive has agreed to substantially concurrently provide to Globus any non-public information concerning itself or its subsidiaries provided to any other person or group in connection with any NuVasive Acquisition Proposal which was not previously provided to Globus. NuVasive has agreed to keep Globus reasonably informed, on a reasonably current basis, of the status of any NuVasive Acquisition Proposals.

 

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Globus Change in Recommendation (Page 127)

Except as described below, Globus has agreed that neither the Globus Board nor any committee thereof will directly or indirectly:

 

   

withhold, withdraw (or amend, qualify or modify in a manner adverse to NuVasive), or publicly propose to withdraw (or amend, qualify or modify in a manner adverse to NuVasive), the approval, recommendation or declaration of advisability by the Globus Board or any such committee of the Merger;

 

   

propose publicly to recommend, adopt or approve any Globus Acquisition Proposal;

 

   

fail to recommend that Globus stockholders approve the Globus Share Issuance Proposal (such recommendation, the “Globus Board Recommendation) in this joint proxy statement/prospectus; or

 

   

fail to reaffirm or re-publish the Globus Board Recommendation within specified periods after being requested by NuVasive to do so.

The actions described in the preceding bullet points each constitute a “Globus Adverse Recommendation Change.” Globus may effect a Globus Adverse Recommendation Change in response to a Globus Superior Proposal or terminate the Merger Agreement in order to enter into a definitive agreement with respect to a Globus Superior Proposal, subject to advance notice and negotiation obligations in favor of NuVasive, in response to a Globus Acquisition Proposal that the Globus Board has determined in its reasonable discretion is a Globus Superior Proposal that has not been withdrawn and did not result from a breach of Globus’s non-solicitation obligations under the Merger Agreement if the Globus Board determines in good faith after consultation with its outside legal counsel and financial advisor that the failure to make a Globus Adverse Recommendation Change would be inconsistent with its fiduciary obligations to its stockholders under applicable law.

The Globus Board may effect a Globus Adverse Recommendation Change, subject to advance notice and negotiation obligations in favor of NuVasive, if the Globus Board determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable law.

Globus has agreed to advise NuVasive in writing as promptly as practicable after receipt (and in any event within forty-eight hours) of any request for information or any Globus Acquisition Proposal received from any person and the material terms and conditions of such acquisition proposal, and Globus has agreed to promptly provide NuVasive copies of any written requests, proposals or offers, including proposed agreements, received by Globus in connection with any of the foregoing and the identity of the person or group making any such request, acquisition proposal or inquiry or with whom any discussions or negotiations are taking place. Globus has agreed to substantially concurrently provide to NuVasive any non-public information concerning itself or its subsidiaries provided to any other person or group in connection with any Globus Acquisition Proposal which was not previously provided to NuVasive. Globus has agreed to keep NuVasive reasonably informed, on a reasonably current basis, of the status of any Globus Acquisition Proposals.

Termination of the Merger Agreement (Page 136)

The Merger Agreement may be terminated and the Merger may be abandoned:

 

   

at any time prior to the Effective Time, by the mutual written consent of Globus and NuVasive;

 

   

by Globus:

 

   

at any time prior to the Effective Time, if any of NuVasive’s covenants, representations or warranties contained in the Merger Agreement are or have become untrue such that any of the

 

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closing conditions for Globus relating to the accuracy of NuVasive’s representations and warranties or compliance by NuVasive with its covenants and agreements would not be satisfied (subject to specified cure rights); provided, however, that Globus will not have the right to terminate the Merger Agreement as described in this bullet point if Globus or Merger Sub is then in material breach of any representation, warranty, covenant or obligation under the Merger Agreement;

 

   

at any time prior to obtaining the NuVasive Stockholder Approval, if NuVasive commits an intentional and material breach of its non-solicitation or board recommendation obligations in the Merger Agreement or the NuVasive Board or any committee thereof (A) makes a NuVasive Adverse Recommendation Change, (B) does not include the NuVasive Board Recommendation in this joint proxy statement/prospectus or (C) publicly proposes or allows NuVasive to publicly propose to take any of the actions in clause (A) or (B) of this bullet point; or

 

   

at any time prior to obtaining the Globus Stockholder Approval (and subject to Globus’s obligations to pay NuVasive a termination fee), upon written notice to NuVasive, in order to enter into a definitive agreement with a third party providing for a Globus Superior Proposal, if in connection with such superior proposal, Globus has complied in all material respects with certain non-solicitation or board recommendation obligations in the Merger Agreement and substantially concurrently with such termination Globus enters into a definitive agreement for a Globus Superior Proposal;

 

   

by NuVasive:

 

   

at any time prior to the Effective Time, if any of Globus’s or Merger Sub’s covenants, representations or warranties contained in the Merger Agreement are or have become untrue, such that any of the closing conditions for NuVasive relating to the accuracy of Globus’s or Merger Sub’s representations and warranties or compliance by Globus or Merger Sub with its covenants and agreements would not be satisfied (subject to specified cure rights); provided, however, that NuVasive will not have the right to terminate the Merger Agreement as described in this bullet point if NuVasive is then in material breach of any representation, warranty, covenant or obligation under the Merger Agreement;

 

   

at any time prior to obtaining the Globus Stockholder Approval, if Globus commits an intentional and material breach of its non-solicitation obligations in the Merger Agreement or the Globus Board or any committee thereof (A) makes a Globus Adverse Recommendation Change, (B) does not include a Globus Board Recommendation in this joint proxy statement/prospectus or (C) publicly proposes or allows Globus to publicly propose to take any of the actions in clause (A) or (B) of this bullet point; or

 

   

at any time prior to obtaining the NuVasive Stockholder Approval (and subject to NuVasive’s obligation to pay Globus a termination fee), upon written notice to Globus, in order to enter into a definitive agreement with a third party providing for a NuVasive Superior Proposal, if in connection with such superior proposal, NuVasive has complied in all material respects with certain non-solicitation or board recommendation obligations in the Merger Agreement and substantially concurrently with such termination NuVasive enters into a definitive agreement for a NuVasive Superior Proposal;

 

   

by either Globus or NuVasive at any time prior to the Effective Time, if:

 

   

the Merger violates any order that has become final and non-appealable having the effect of permanently enjoining or restricting the consummation of the Merger or there will be enacted or promulgated a law after the date of the Merger Agreement that makes the Merger illegal or otherwise prohibited; provided, however, that the right to terminate the Merger Agreement as

 

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described in this bullet point will not be available to any party whose action or failure to act has been the primary cause of such order or law or the failure to remove such order or law and such action or failure to act constitutes a breach of the Merger Agreement by such party;

 

   

the Merger has not been consummated by the End Date (as it may be extended in accordance with the terms of the Merger Agreement); provided, that the right to terminate the Merger Agreement as described in this bullet point will not be available to any party whose action or failure to act has been the primary cause of the failure of the closing to occur on or before such date and such action or failure to act constitutes a breach of the Merger Agreement by such party;

 

   

the NuVasive Stockholder Approval has not been obtained at the NuVasive Special Meeting or any adjournment thereof; provided, that the right to terminate the Merger Agreement as described in this bullet point will not be available to NuVasive if its action or failure to act has been the primary cause of the failure to obtain the NuVasive Stockholder Approval on or before such date and such action or failure to act constitutes a breach of the Merger Agreement by NuVasive; or

 

   

the Globus Stockholder Approval has not been obtained at the Globus Special Meeting or any adjournment thereof; provided, that the right to terminate the Merger Agreement as described in this bullet point will not be available to Globus if its action or failure to act has been the primary cause of the failure to obtain the Globus Stockholder Approval on or before such date and such action or failure to act constitutes a breach of the Merger Agreement by Globus.

Certain provisions in the Merger Agreement relating to confidentiality, termination fees, applicable law, third-party beneficiaries, termination, specific performance and certain other miscellaneous provisions will survive the termination of the Merger Agreement and will remain in full force and effect, and no termination will relieve any liability for fraud or an intentional and material breach of the Merger Agreement.

Termination Fees (Page 139)

If the Merger Agreement is terminated under specified circumstances, Globus or NuVasive may be required to pay the other a termination fee of up to $120 million.

The Merger Agreement provides that NuVasive will pay Globus a termination fee of:

 

   

$120 million if the Merger Agreement is terminated by Globus, at any time prior to obtaining the NuVasive Stockholder Approval, as a result of NuVasive committing an intentional and material breach of certain of its non-solicitation or board recommendation obligations as described in the sections “The Merger Agreement—Obligations to Recommend the Approval of the Merger Agreement and the Approval of the Globus Share Issuance Proposal” and “The Merger Agreement—No Solicitation”;

 

   

$120 million if the Merger Agreement is terminated by Globus, at any time prior to obtaining the NuVasive Stockholder Approval, as a result of the NuVasive Board or any committee thereof (A) making a NuVasive Adverse Recommendation Change, (B) not including the NuVasive Board Recommendation in this joint proxy statement/prospectus or (C) publicly proposing or allowing NuVasive to publicly propose to take any of the actions in clause (A) or (B) of this bullet point; provided, that if Globus terminates the Merger Agreement in response to a NuVasive Adverse Recommendation Change effected during the Window Shop Period with respect to a NuVasive Superior Proposal made by a NuVasive Excluded Party, the termination fee is lowered to $75 million;

 

   

$120 million if the Merger Agreement is terminated by NuVasive, at any time prior to obtaining the NuVasive Stockholder Approval, in order to enter into a definitive agreement with a third party providing for a NuVasive Superior Proposal; provided, that if NuVasive terminates the Merger

 

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Agreement during the Window Shop Period in order to enter into a definitive agreement with respect to a NuVasive Superior Proposal made by a NuVasive Excluded Party, the termination fee is lowered to $75 million; and

 

   

$60 million if the Merger Agreement is terminated by either Globus or NuVasive, if the NuVasive Stockholder Approval is not obtained and there has not been a NuVasive Adverse Recommendation Change.

The Merger Agreement provides that Globus will pay NuVasive a termination fee of:

 

   

$120 million if the Merger Agreement is terminated by NuVasive, at any time prior to obtaining the Globus Stockholder Approval, as a result of Globus committing an intentional and material breach of certain of its non-solicitation obligations as described in “The Merger Agreement—No Solicitation”;

 

   

$120 million if the Merger Agreement is terminated by NuVasive, at any time prior to obtaining the Globus Stockholder Approval, as a result of the Globus Board or any committee thereof (A) making a Globus Adverse Recommendation Change, (B) not including the Globus Board Recommendation in this joint proxy statement/prospectus or (C) publicly proposing or allowing Globus to publicly propose to take any of the actions in clause (A) or (B) of this bullet point; provided, that if NuVasive terminates the Merger Agreement in response to a Globus Adverse Recommendation Change effected during the Window Shop Period with respect to a Globus Superior Proposal made by a Globus Excluded Party, the termination fee is lowered to $75 million;

 

   

$120 million if the Merger Agreement is terminated by Globus, at any time prior to obtaining the Globus Stockholder Approval, in order to enter into a definitive agreement with a third party providing for a Globus Superior Proposal; provided, that if Globus terminates the Merger Agreement during the Window Shop Period in order to enter into a definitive agreement with respect to a Globus Superior Proposal made by a Globus Excluded Party, the termination fee is lowered to $75 million; and

 

   

$120 million if the Merger Agreement is terminated by either Globus or NuVasive if the Globus Stockholder Approval is not obtained; provided, that if a Globus Adverse Recommendation Change occurred during the Window Shop Period in response to a Globus Superior Proposal made by a Globus Excluded Party, the termination fee is lowered to $75 million.

Voting Agreement (Page 142)

Concurrently with the execution of the Merger Agreement, on February 8, 2023, Globus and NuVasive entered into the Voting Agreement with the Supporting Stockholders.

Pursuant to the Voting Agreement, until the earliest to occur of (a) the Effective Time, (b) a Globus Adverse Recommendation Change, (c) receipt of the approval of Globus stockholders for the Globus Share Issuance Proposal, and (d) such date and time as the Merger Agreement is validly terminated (which we refer to collectively as the “Expiration Time”), at every meeting of Globus stockholders at which the Globus Share Issuance Proposal is to be voted on (and at every adjournment or postponement thereof), and on any action or approval of Globus stockholders by written consent with respect to the Globus Share Issuance Proposal, the Supporting Stockholders are required to vote all of their shares of Globus Common Stock in accordance with the recommendation of the Globus Board with respect to the Globus Share Issuance Proposal as of the time of the Globus Special Meeting.

Until the Expiration Time, at every meeting of Globus stockholders (and at every adjournment or postponement thereof), the Supporting Stockholders are required to be represented in person or by proxy at such meeting (or cause the holders of record on any applicable record date to be represented in person or by proxy at such meeting) in order for the Supporting Stockholders’ shares of Globus Common Stock to be counted as present for purposes of establishing a quorum.

 

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In addition, the Supporting Stockholders agreed to certain restrictions on transfer, to use their reasonable best efforts to assist and cooperate in obtaining the approval of the Merger under the HSR Act and not to take any action that Globus is prohibited from taking under the non-solicitation restrictions applicable to it under the Merger Agreement (or permit any entity under their control to take such actions).

The Voting Agreement provides that NuVasive’s right to receive the one-time payment of the termination fee from Globus pursuant to the applicable provisions of the Merger Agreement will be NuVasive’s sole and exclusive remedy with respect to the Voting Agreement or any breach of any covenant or obligation of the Supporting Stockholders contained in the Voting Agreement, and that NuVasive is not entitled to seek specific performance in respect of the Supporting Stockholders’ obligations under the Voting Agreement. As of the date of this joint proxy statement/prospectus, the shares of Globus Common Stock subject to the Voting Agreement represent approximately 70% of the total voting power of outstanding shares of Globus Common Stock. Even though a special meeting is required to be held and all Globus stockholders of record on the Globus Record Date have a right to vote on the proposals presented at the Globus Special Meeting, the shares of Globus Class B Common Stock subject to the Voting Agreement will be sufficient to approve the Globus Share Issuance Proposal and the Globus Adjournment Proposal.

For more information, see the section titled “Voting Agreement” and Annex B to this joint proxy statement/prospectus.

U.S. Federal Income Tax Consequences of the Merger (Page 160)

NuVasive and Globus intend for the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes. NuVasive and Globus must use reasonable best efforts to obtain an opinion from external counsel, dated as of the closing date, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Assuming the Merger so qualifies, U.S. holders (as defined in the section titled “Material U.S. Federal Income Tax Consequences of the Merger”) of shares of NuVasive Common Stock generally will not recognize any gain or loss for U.S. federal income tax purposes upon receipt of Globus Class A Common Stock in exchange for NuVasive Common Stock in the Merger, other than gain or loss, if any, with respect to any cash received in lieu of a fractional share of Globus Class A Common Stock.

The material U.S. federal income tax consequences of the Merger to U.S. holders are discussed in more detail in the section titled “Material U.S. Federal Income Tax Consequences of the Merger.” The discussion of the material U.S. federal income tax consequences contained in this joint proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all potential U.S. federal income tax consequences of the Merger. Such consequences may vary with, or be dependent on, individual circumstances. In addition, it does not address the effects of any foreign, state or local tax laws or any U.S. federal tax laws other than U.S. federal income tax laws.

TAX MATTERS ARE COMPLICATED AND THE TAX CONSEQUENCES OF THE MERGER WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES AS A RESULT OF THE MERGER TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Comparison of Stockholders’ Rights (Page 163)

Upon completion of the Merger, NuVasive stockholders receiving shares of Globus Class A Common Stock will become Globus stockholders. The rights of Globus stockholders, including the holders of Globus Class A Common Stock, will be governed by the DGCL and the Globus charter and Globus bylaws in effect at the Effective Time. Both Globus and NuVasive are Delaware corporations, but there are certain differences in the

 

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rights of Globus stockholders under the Globus charter and Globus bylaws and of NuVasive stockholders under the NuVasive charter and NuVasive bylaws. See the section titled “Comparison of Stockholders’ Rights.”

Listing of Globus Common Stock; Delisting and Deregistration of NuVasive Common Stock (Page 110)

It is a condition to the Merger that the shares of Globus Class A Common Stock to be issued to NuVasive stockholders in the Merger be approved for listing on the NYSE, subject to official notice of issuance. If the Merger is completed, NuVasive Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act, following which NuVasive will no longer be required to file periodic reports with the SEC with respect to NuVasive Common Stock.

Risk Factors (Page 22)

In evaluating the Merger Agreement, the Merger and the Share Issuance you should carefully read this joint proxy statement/prospectus and give special consideration to the factors discussed in the section titled “Risk

Factors.”

 

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COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

Market Prices

Globus Class A Common Stock is listed on the NYSE under the symbol “GMED” and NuVasive Common Stock is listed on Nasdaq under the symbol “NUVA.”

The following table sets forth the closing sale price per share of Globus Class A Common Stock as reported on the NYSE and the closing sale price per share of NuVasive Common Stock as reported on Nasdaq, in each case, as of (1) February 8, 2023, the trading day before the public announcement of the execution of the Merger Agreement and (2) March 3, 2023, the latest practicable trading date before the date of this joint proxy statement/prospectus. The table also shows the estimated implied value of the per share merger consideration for each share of NuVasive Common Stock as of the same two days. This implied per share value was calculated by multiplying the closing price per share of Globus Class A Common Stock on each of those dates by the Exchange Ratio.

 

                   Implied Per Share  
     Globus Class A      NuVasive      Value of Merger  
     Common Stock      Common Stock      Consideration(1)  

February 8, 2023

   $ 76.96      $ 45.78      $ 57.72  

March 3, 2023

   $ 58.15      $ 44.22      $ 43.61  

 

(1)

Calculated by multiplying the Globus Class A Common Stock share price as of the specified date by the Exchange Ratio.

The market prices of Globus Class A Common Stock and NuVasive Common Stock have fluctuated since the date of the announcement of the Merger Agreement and will continue to fluctuate from the date of this joint proxy statement/prospectus to the date of the NuVasive Special Meeting and the date the Merger is completed and thereafter (in the case of Globus Class A Common Stock).

The number of shares of Globus Class A Common Stock that NuVasive stockholders will receive as consideration per share of NuVasive Common Stock in the Merger is fixed and will not change.

The value of the shares of Globus Class A Common Stock to be received in exchange for each share of NuVasive Common Stock when received by NuVasive stockholders after the Merger is completed could be greater than, less than or the same as shown in the table above. Accordingly, Globus stockholders and NuVasive stockholders are advised to obtain current market quotations for Globus Class A Common Stock and NuVasive Common Stock in determining whether to vote in favor of the proposals at the NuVasive Special Meeting and Globus Special Meeting, including the Globus Share Issuance Proposal, in the case of Globus stockholders, or the NuVasive Merger Proposal, in the case of NuVasive stockholders.

On March 3, 2023, the latest practicable trading date before the date of this joint proxy statement/prospectus, there were 52,348,291 shares of NuVasive Common Stock outstanding and approximately 67 stockholders of record.

On March 3, 2023, the latest practicable trading date before the date of this joint proxy statement/prospectus, there were 77,882,271 shares of Globus Class A Common Stock outstanding, 22,430,097 shares of Globus Class B Common Stock outstanding, approximately 34 stockholders of record for Globus Class A Common Stock and two stockholders of record for Globus Class B Common Stock.

Dividends

Globus has never declared or paid any cash dividends on its common stock. Globus anticipates retaining future earnings for the development, operation, and expansion of its business, and does not anticipate declaring or paying any cash dividends for the foreseeable future.

 

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NuVasive has never declared nor paid any cash dividends on NuVasive Common Stock.

Under the terms of the Merger Agreement, neither Globus nor NuVasive is permitted to declare, set aside, establish a record date for or pay any dividends or make other distributions in respect of its capital stock during the period between the signing of the Merger Agreement and the earlier of the Effective Time or termination of the Merger Agreement without the prior written consent of the other party.

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part, the documents that Globus and NuVasive refer you to in the registration statement and oral statements made or to be made by Globus and NuVasive include certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995, which are referred to as the “safe harbor provisions.” Statements contained or incorporated by reference in the registration statement of which this joint proxy statement/prospectus forms a part that are not historical facts are forward-looking statements, including statements regarding the anticipated benefits of the Merger, the anticipated impact of the Merger on the Combined Company’s business and future financial and operating results, the expected amount and timing of anticipated synergies from the Merger, the anticipated timing of closing of the Merger and other aspects of Globus’s or NuVasive’s operations or operating results. Words such as “may,” “should,” “will,” “believe,” “expect,” “anticipate,” “target,” “project,” and similar phrases that denote future expectations or intent regarding the Combined Company’s financial results, operations, and other matters are intended to identify forward-looking statements that are intended to be covered by the safe harbor provisions. Investors are cautioned not to rely upon forward-looking statements as predictions of future events. The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties, and other factors that may cause future events to differ materially from the forward-looking statements in this joint proxy statement/prospectus , including:

 

   

the occurrence of any change, event, series of events or circumstances that could give rise to the termination of the Merger Agreement, including a termination of the Merger Agreement under circumstances that could require Globus to pay a termination fee to NuVasive or require NuVasive to pay a termination fee to Globus;

 

   

the inability to complete the Merger due to the failure of Globus stockholders to approve the Share Issuance or of NuVasive stockholders to adopt the Merger Agreement, or the failure to satisfy any of the other conditions to the completion of the Merger, including receipt of the necessary approval under the HSR Act, in a timely manner or otherwise;

 

   

risks relating to fluctuations of the market value of Globus Class A Common Stock and NuVasive Common Stock before the completion of the Merger, including as a result of uncertainty as to the long-term value of the common stock of the Combined Company or as a result of broader stock market movements;

 

   

risks related to the fact that the Exchange Ratio is fixed and will not be adjusted in the event of any change in either Globus’s or NuVasive’s stock price;

 

   

delays in closing, or the failure to close, the Merger for any reason, could negatively impact Globus, NuVasive or the Combined Company;

 

   

the risk that disruptions from the pendency of the Merger will disrupt Globus’s or NuVasive’s business, including current plans and operations, which may adversely impact Globus’s or NuVasive’s respective businesses;

 

   

difficulties or delays in integrating the businesses of Globus and NuVasive following completion of the Merger or fully realizing the anticipated synergies or other benefits expected from the Merger;

 

   

certain restrictions during the pendency of the Merger that may impact the ability of Globus or NuVasive to pursue certain business opportunities or strategic transactions;

 

   

the risk of legal proceedings that have been or may be instituted against Globus, NuVasive, their directors and/or others relating to the Merger;

 

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the diversion of the attention of the respective management teams of Globus and NuVasive from their respective ongoing business operations;

 

   

the risk that the Merger or any announcement relating to the Merger could have an adverse effect on the ability of Globus or NuVasive to retain and hire key personnel;

 

   

the risk that uncertainty about the Merger may adversely affect relationships with Globus and NuVasive’s surgeon customers, other customers, partners, suppliers, contractors and employees, whether or not the Merger is completed;

 

   

the potentially significant amount of any costs, fees, expenses, impairments or charges related to the Merger;

 

   

the potential dilution of Globus stockholders’ and NuVasive stockholders’ ownership percentage of the Combined Company as compared to their ownership percentage of Globus or NuVasive, as applicable, prior to the Merger;

 

   

the business, economic, political and other conditions in the countries in which Globus or NuVasive operate;

 

   

the effect of uncertainties related to the COVID-19 pandemic on U.S. and global markets, Globus’s or NuVasive’s respective business, operations, revenue, cash flows and operating expenses;

 

   

NuVasive directors and executive officers having interests in the Merger that are different from, or in addition to, the interests of NuVasive stockholders generally;

 

   

the possibility that the Combined Company’s results of operations, cash flows and financial position after the Merger may differ materially from the unaudited pro forma condensed combined financial information and the prospective financial information contained in this joint proxy statement/prospectus; and

 

   

the fact that Globus will continue to have a controlling stockholder and will continue to be a “controlled company” (as defined in NYSE listing rules) following the Merger.

The forward-looking statements contained in this joint proxy statement/prospectus are also subject to additional risks, uncertainties, and factors, including those described in Globus’s and NuVasive’s most recent Annual Reports on Form 10-K and other documents filed by both of them from time to time with the SEC. See the section titled “Where You Can Find More Information.”

The forward-looking statements included in this joint proxy statement/prospectus are made only as of the date hereof. Globus and NuVasive do not undertake, and expressly disclaim any obligation, to update, alter or revise any forward-looking statements made in this joint proxy statement/prospectus to reflect events or circumstances after the date of this joint proxy statement/prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law.

 

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RISK FACTORS

In considering how to vote on the proposals to be considered and voted on at the Globus Special Meeting or the NuVasive Special Meeting, you are urged to carefully consider all of the information contained or incorporated by reference in this joint proxy statement/prospectus. For more information, see “Where You Can Find More Information.” You should also read and consider the risks associated with each of the businesses of Globus and NuVasive because those risks may affect the Combined Company. The risks associated with the business of Globus can be found in Globus’s Exchange Act reports, including Globus’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which are incorporated by reference into this joint proxy statement/prospectus. The risks associated with the business of NuVasive can be found in NuVasive’s Exchange Act reports, including NuVasive’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which are incorporated by reference into this joint proxy statement/prospectus. In addition, you are urged to carefully consider the following material risks relating to the Merger and the businesses of Globus, NuVasive and the Combined Company.

Risks Relating to the Merger

The Exchange Ratio is fixed and will not be adjusted in the event of any change in either Globus’s or NuVasive’s stock price. Therefore, NuVasive shareholders cannot be sure of the value of the merger consideration they will receive.

Upon completion of the Merger, each issued and outstanding share of NuVasive Common Stock (other than cancelled shares) will be converted into the right to receive the merger consideration, which is equal to 0.75 fully paid and nonassessable shares of Globus Class A Common Stock (and, if applicable, cash in lieu of fractional shares) (subject to adjustments in the event of any stock split or similar change to the number of shares of NuVasive Common Stock or Globus Class A Common Stock issued and outstanding prior to the Effective Time as a result of specified events, as specified in the Merger Agreement). This Exchange Ratio was fixed in the Merger Agreement and will not be adjusted for changes in the market price of either NuVasive Common Stock or Globus Class A Common Stock. Any change in the market price of Globus Class A Common Stock prior to completion of the Merger could affect the value of the Merger Consideration that NuVasive stockholders will receive upon completion of the Merger.

It is impossible to accurately predict the market price of Globus Class A Common Stock at the completion of the Merger and, therefore, impossible to accurately predict the market value of the shares of Globus Class A Common Stock that NuVasive stockholders will receive in the Merger. The market price for Globus Class A Common Stock may fluctuate both prior to the completion of the Merger and thereafter for a variety of reasons, including, among others, general market and economic conditions, the demand for Globus’s or NuVasive’s products and services, changes in laws and regulations, other changes in Globus’s or NuVasive’s respective businesses, operations, prospects and financial results of operations, market assessments of the likelihood that the Merger will be completed, and the expected timing of the Merger. Many of these factors are beyond Globus’s and NuVasive’s control. As a result, the market value represented by the Exchange Ratio will also vary.

You are urged to obtain current market quotations for shares of Globus Class A Common Stock and NuVasive Common Stock. The market price of Globus Class A Common Stock will continue to fluctuate after the Merger.

Upon completion of the Merger, NuVasive stockholders will become holders of Globus Class A Common Stock. The market price of the Globus Class A Common Stock will continue to fluctuate, potentially significantly, following completion of the Merger, including for the reasons described above. As a result, former NuVasive stockholders could lose some or all of the value of their investment in Globus Class A Common Stock. In addition, any significant price or volume fluctuations in the stock market generally could have a material adverse effect on the market for, or liquidity of, the Globus Class A Common Stock received in the Merger, regardless of the Combined Company’s actual operating performance.

 

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The Merger may not be completed and the Merger Agreement may be terminated in accordance with its terms.

The Merger is subject to a number of conditions that must be satisfied (or waived, to the extent permitted), including (i) the adoption of the Merger Agreement by NuVasive stockholders; (ii) approval by Globus stockholders of the issuance of shares of Globus Class A Common Stock in connection with the Merger; (iii) the absence of any law or order prohibiting consummation of the Merger; (iv) this registration statement on Form S-4 having been declared effective by the SEC; (v) the expiration or termination of the applicable waiting period (and any extension thereof) under the HSR Act; (vi) with respect to a party, accuracy of the other party’s representations and warranties, subject to certain materiality standards set forth in the Merger Agreement; (vii) compliance by each party in all material respects with such other party’s obligations under the Merger Agreement; and (viii) with respect to a party, the absence of a material adverse effect on the other party since February 8, 2023. These conditions are described in the section titled “The Merger Agreement—Conditions to the Consummation of the Merger.” These conditions to the completion of the Merger, some of which are beyond the control of Globus and NuVasive, may not be satisfied or waived in a timely manner or at all, and, accordingly, the Merger may be delayed or not completed.

Additionally, either Globus or NuVasive may terminate the Merger Agreement under certain circumstances, subject to the payment of a termination fee in certain cases. The Merger Agreement provides that NuVasive will pay Globus a termination fee of:

 

   

$120 million if the Merger Agreement is terminated by Globus, at any time prior to obtaining the NuVasive Stockholder Approval, as a result of NuVasive committing an intentional and material breach of its non-solicitation or board recommendation obligations as described in the sections “The Merger Agreement—Obligations to Recommend the Approval of the Merger Agreement and the Approval of the Globus Share Issuance Proposal” and “The Merger Agreement—No Solicitation”;

 

   

$120 million if the Merger Agreement is terminated by Globus, at any time prior to obtaining the NuVasive Stockholder Approval, as a result of the NuVasive Board or any committee thereof (A) making an adverse recommendation change with respect to the NuVasive Merger Proposal, (B) not including the recommendation of the NuVasive Board in this joint proxy statement/prospectus or (C) publicly proposing or allowing NuVasive to publicly propose to take any of the actions in clause (A) or (B) of this bullet point; provided, that if Globus terminates the Merger Agreement in response to an adverse recommendation change effected during the Window Shop Period with respect to a NuVasive Superior Proposal made by a NuVasive Excluded Party, the termination fee is lowered to $75 million;

 

   

$120 million if the Merger Agreement is terminated by NuVasive, at any time prior to obtaining NuVasive Stockholder Approval, in order to enter into a definitive agreement with a third party providing for a NuVasive Superior Proposal; provided, that if NuVasive terminates the Merger Agreement during the Window Shop Period in order to enter into a definitive agreement with respect to a NuVasive Excluded Party, the termination fee is lowered to $75 million; and

 

   

$60 million if the Merger Agreement is terminated by either Globus or NuVasive, if the NuVasive Stockholder Approval is not obtained and there has not been an adverse recommendation change by the NuVasive Board.

The Merger Agreement provides that Globus will pay NuVasive a termination fee of:

 

   

$120 million if the Merger Agreement is terminated by NuVasive, at any time prior to obtaining the Globus Stockholder Approval, as a result of Globus committing an intentional and material breach of its non-solicitation obligations as described in “The Merger Agreement—No Solicitation”;

 

   

$120 million if the Merger Agreement is terminated by NuVasive, at any time prior to obtaining the Globus Stockholder approval for the Globus Share Issuance Proposal, as a result of the Globus Board or any committee thereof (A) making an adverse recommendation change with respect to the Globus

 

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Share Issuance Proposal, (B) not including the recommendation of the Globus Board in this joint proxy statement/prospectus or (C) publicly proposing or allowing Globus to publicly propose to take any of the actions in clause (A) or (B) of this bullet point; provided, that if NuVasive terminates the Merger Agreement in response to an adverse recommendation change effected during the Window Shop Period with respect to a Globus Superior Proposal made by a Globus Excluded Party, the termination fee is lowered to $75 million;

 

   

$120 million if the Merger Agreement is terminated by Globus, at any time prior to obtaining the Globus Stockholder approval for the Globus Share Issuance Proposal, in order to enter into a definitive agreement with a third party providing for a Globus Superior Proposal; provided, that if Globus terminates the Merger Agreement during the Window Shop Period in order to enter into a definitive agreement with respect to a Globus Superior Proposal made by a Globus Excluded Party, the termination fee is lowered to $75 million; and

 

   

$120 million if the Merger Agreement is terminated by either Globus or NuVasive if the Globus Stockholder Approval is not obtained; provided, that if an adverse recommendation change is made by the Globus Board during the Window Shop Period in response to a Globus Superior Proposal made by a Globus Excluded Party, the termination fee is lowered to $75 million.

See the sections titled “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Termination Fees” for a more complete discussion of the circumstances under which the Merger Agreement could be terminated and when a termination fee may be payable by Globus or NuVasive.

Failure to complete the Merger could negatively impact the future business and financial results of Globus and NuVasive and the trading prices of the Globus Class A Common Stock or NuVasive Common Stock.

If the Merger is not completed for any reason, including because Globus stockholders fail to approve the Globus Share Issuance Proposal, or because NuVasive stockholders fail to approve the NuVasive Merger Proposal, the ongoing businesses of Globus and NuVasive may be adversely affected and, without realizing any of the expected benefits of having completed the Merger, Globus and NuVasive would be subject to a number of risks, including the following:

 

   

each company may experience negative reactions from the financial markets, including negative impacts on its stock price;

 

   

each company may experience negative reactions from its customers, partners, suppliers and employees;

 

   

each company will have incurred substantial costs towards completion of the Merger and will generally be required to pay its respective costs relating to the Merger, such as financial advisory, legal, accounting costs and associated fees and expenses, whether or not the Merger is completed;

 

   

there may be disruptions to each company’s respective business resulting from the announcement and pendency of the Merger, and any adverse changes in their relationships with their respective customers, partners, suppliers, surgeons, other business partners, contractors and employees may continue or intensify; and

 

   

each company will have committed substantial time and resources to matters relating to the Merger (including integration planning) which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to either company as an independent company.

The market price for shares of Globus Class A Common Stock may be affected by factors different from, or in addition to, those that historically have affected or currently affect the market price of shares of NuVasive Common Stock.

Upon completion of the Merger, NuVasive stockholders will receive shares of Globus Class A Common Stock and will accordingly become Globus stockholders. Globus’s business differs from that of NuVasive, and

 

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Globus’s results of operations and stock price may be adversely affected by factors different from those that historically have affected or currently affect NuVasive’s results of operations and stock price. Following the completion of the Merger, NuVasive will be part of a larger company, so decisions affecting NuVasive may be made in respect of the larger combined business as a whole rather than the NuVasive business individually. For a discussion of the businesses of each of Globus and NuVasive and some important factors to consider in connection with those businesses, see the section titled “The Parties to the Merger” and the other information contained or incorporated in this joint proxy statement/prospectus. See the section titled “Where You Can Find More Information.”

The Share Issuance may cause the market price of Globus Class A Common Stock to decline.

Based on 52,348,291 shares of NuVasive Common Stock issued and outstanding as of March 3, 2023, the latest practicable date prior to the date of this joint proxy statement/prospectus, and the Exchange Ratio, it is expected that Globus will issue approximately 39.3 million shares of Globus Class A Common Stock in the Merger. Former NuVasive stockholders may decide not to hold the shares of Globus Class A Common Stock that they will receive in the Merger, and Globus stockholders may decide to reduce their investment in Globus as a result of the changes to Globus’s investment profile as a result of the Merger. Both the issuance of this amount of new shares in the Merger and any subsequent sales of these shares may cause the market price of Globus Class A Common Stock to decline.

NuVasive stockholders who receive shares of Globus Class A Common Stock in the Merger will have rights as Globus stockholders that differ from their current rights as NuVasive stockholders.

Upon completion of the Merger, NuVasive stockholders will no longer be stockholders of NuVasive and will instead become stockholders of Globus. Both Globus and NuVasive are Delaware corporations, but there are certain differences in the rights of Globus stockholders under the Globus charter and Globus bylaws and of NuVasive stockholders under the NuVasive charter and NuVasive bylaws. See the section titled “Comparison of Stockholders’ Rights” for a discussion of these rights.

After the Merger, NuVasive stockholders will have a significantly lower ownership and voting interest in Globus than they currently have in NuVasive and will exercise less influence over management and policies of the Combined Company.

Each share of Globus Class B Common Stock has ten votes per share while each share of Globus Class A Common Stock has one vote per share. NuVasive stockholders will have the right to receive shares of Globus Class A Common Stock in the Merger and based on the number of shares of Globus Class A Common Stock and Globus Class B Common Stock outstanding on March 3, 2023, and the number of shares of NuVasive Common Stock outstanding on March 3, 2023, the latest practicable date prior to the date of this joint proxy statement/prospectus, upon completion of the Merger, former NuVasive stockholders are expected to own approximately 28% of the voting power of the issued and outstanding shares of Globus Common Stock and current Globus stockholders are expected to own approximately 72% of the voting power of the issued and outstanding shares of Globus Common Stock. Consequently, former NuVasive stockholders will have less influence over the management and policies of the Combined Company than they currently have over the management and policies of NuVasive.

After the Merger, Globus stockholders and NuVasive stockholders will have a reduced ownership and voting interest in the Combined Company and may not realize a benefit from the Merger commensurate with their ownership dilution.

The Merger will dilute the ownership position of Globus stockholders and result in NuVasive stockholders having an ownership stake in the Combined Company. Upon completion of the Merger, each NuVasive stockholder will become a stockholder of Globus with a percentage ownership of the Combined Company that is

 

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smaller than such stockholder’s current percentage ownership of NuVasive. It is expected that the former stockholders of NuVasive as a group will receive shares in the Merger constituting approximately 28% of the issued and outstanding shares of Globus common stock immediately after the Merger. Furthermore, because shares of Globus Class A Common Stock will be issued to existing NuVasive stockholders, current Globus stockholders will have their ownership diluted by approximately 11%.

If the Combined Company is unable to realize the full strategic and financial benefits currently anticipated from the Merger, Globus stockholders and NuVasive stockholders will have experienced substantial dilution of their ownership interests in their respective companies, without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent the Combined Company is able to realize only part of the strategic and financial benefits currently anticipated from the Merger.

The Combined Company will have a controlling stockholder.

As of March 3, 2023, approximately 74% of the outstanding voting power of Globus Common Stock is currently held by David C. Paul, the Executive Chairman of Globus, and certain of his affiliates, including the other Supporting Stockholder, and following consummation of the Merger, Mr. Paul and his affiliates are expected to hold approximately 66% of the outstanding voting power of the Combined Company. Because of their significant stock ownership, Mr. Paul and his affiliates will be able to exert substantial control over the Combined Company and its significant corporate decisions. The interests of Mr. Paul and his affiliates might not coincide with the interests of the other holders of capital stock of Globus, including NuVasive stockholders who receive Globus Class A Common Stock in the Merger. This concentration of ownership may harm the value of the Globus Class A Common Stock NuVasive stockholders receive in the Merger by, among other things delaying, deferring or preventing a change in control of Globus, impeding a merger, consolidation, takeover or other business transaction involving Globus, or causing Globus to enter into transactions or agreements that are not in the best interests of all stockholders.

Following the Merger, Globus is expected to continue to be a “controlled company.” Under NYSE rules, a “controlled company” may elect not to comply with certain corporate governance requirements, including the requirement that a majority of its directors be independent, as defined in NYSE rules, and the requirement that its compensation and nominating and corporate governance committees consist entirely of independent directors. Globus relies, and may continue to rely, on the “controlled company” exemption under NYSE rules. As a result, a majority of the members of its board may not be independent directors and its nominating and corporate governance and compensation committees may not consist entirely of independent directors. Accordingly, while Globus remains a controlled company and during any transition period following a time when it is no longer a controlled company, holders of Globus Common Stock may not have the same protections afforded to stockholders of companies that are subject to all of NYSE’s corporate governance requirements.

Until the completion of the Merger or the termination of the Merger Agreement pursuant to its terms, Globus and NuVasive are each prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial to Globus, NuVasive and/or their respective stockholders.

From and after the date of the Merger Agreement and prior to the completion of the Merger or the termination of the Merger Agreement pursuant to its terms, the Merger Agreement restricts Globus and NuVasive from taking specified actions without the consent of the other party and requires that the businesses of Globus, NuVasive and their respective subsidiaries be conducted in the ordinary course. These restrictions may prevent Globus or NuVasive, as applicable, from taking actions during the pendency of the Merger that would have been beneficial. Adverse effects arising from these restrictions during the pendency of the Merger could be exacerbated by any delays in the completion of the Merger or termination of the Merger Agreement. See the section titled “The Merger Agreement—Conduct of Business Pending the Merger.”

 

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Obtaining required approvals and satisfying closing conditions may prevent or delay completion of the Merger, and regulatory approval may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.

The Merger is subject to a number of conditions to closing as specified in the Merger Agreement. These closing conditions include, among others, (1) the adoption of the Merger Agreement by NuVasive stockholders; (2) approval by Globus stockholders of the issuance of shares of Globus Class A Common Stock in connection with the Merger; (3) the absence of any law or order prohibiting consummation of the Merger; (4) this registration statement on Form S-4 having been declared effective by the SEC; (5) the expiration or termination of the applicable waiting period (and any extension thereof) under the HSR Act; (6) with respect to a party, accuracy of the other party’s representations and warranties, subject to certain materiality standards set forth in the Merger Agreement; (7) with respect to a party, compliance by the other party in all material respects with such other party’s obligations under the Merger Agreement; and (8) with respect to a party, the absence of a material adverse effect on the other party since February 8, 2023. No assurance can be given that the required stockholder approvals and the expiration or termination of the applicable waiting period (and any extension thereof) under the HSR Act can be obtained or that the required conditions to closing will be satisfied, and, if all required approvals are obtained and the required conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such approvals. Any delay in completing the Merger could cause the Combined Company not to realize, or to be delayed in realizing, some or all of the benefits that Globus and NuVasive expect to achieve if the Merger is successfully completed within its expected time frame. For a more complete summary of the conditions that must be satisfied or waived prior to completion of the Merger, see the sections titled “The Merger Agreement—Conditions to the Consummation of the Merger” and “The Merger Agreement—Regulatory Approvals.”

Failure to attract, motivate and retain executives and other key employees could diminish the anticipated benefits of the Merger.

The success of the Merger will depend in part on the Combined Company’s ability to retain the talents and dedication of the professionals currently employed by Globus and NuVasive. It is possible that these employees may decide not to remain with Globus or NuVasive, as applicable, while the Merger is pending, or with the Combined Company. If key employees of either company terminate their employment, or if an insufficient number of employees or sales representatives are retained to maintain effective operations, the Combined Company’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating Globus and NuVasive to hiring suitable replacements, all of which may cause the Combined Company’s business to suffer. In addition, Globus and NuVasive may not be able to locate suitable replacements for any key employees that leave either company or offer employment to potential replacements on reasonable terms. Moreover, there could be disruptions to or distractions for the workforce and management, including disruptions associated with integrating employees into the Combined Company. No assurance can be given that the Combined Company will be able to attract or retain key employees of Globus and NuVasive to the same extent that those companies have been able to attract or retain their own employees in the past.

The Merger, and uncertainty regarding the Merger, may cause business partners, surgeons, vendors or other stakeholders to delay or defer decisions concerning Globus or NuVasive and adversely affect each company’s ability to effectively manage its respective business, which could adversely affect each company’s business, operating results and financial position and, following the completion of the Merger, the Combined Company’s business, operating results and financial position.

The Merger will happen only if the stated conditions are met, including the approval of the Globus Share Issuance Proposal, the approval of the NuVasive Merger Proposal and the receipt of the expiration or termination of the applicable waiting period (and any extension thereof) under the HSR Act can be obtained, among other conditions. Many of the conditions are beyond the control of Globus and NuVasive, and both parties also have certain rights to terminate the Merger Agreement. Accordingly, there may be uncertainty regarding the

 

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completion of the Merger. This uncertainty may cause existing or prospective business partners, surgeons, vendors and other stakeholders, including sales representatives, to:

 

   

delay or defer other decisions concerning Globus, NuVasive or the Combined Company, including entering into contracts with Globus or NuVasive or making other decisions concerning Globus or NuVasive or seek to change or cancel existing business relationships with Globus or NuVasive; or

 

   

otherwise seek to change the terms on which they do business with Globus, NuVasive or the Combined Company.

Any such disruptions such as delays or deferrals of those decisions or changes in existing agreements could adversely affect the respective business, operating results and financial position of Globus and NuVasive, whether the Merger is ultimately completed, and following the completion of the Merger, the Combined Company, including an adverse effect on the Combined Company’s ability to realize the anticipated synergies and other benefits of the Merger. The risk, and adverse effect, of any such disruptions could be exacerbated by a delay in completion of the Merger or termination of the Merger Agreement.

Whether or not the Merger is completed, the announcement and pendency of the Merger could cause disruptions in the businesses of Globus and NuVasive, which could have an adverse effect on their respective businesses and financial results.

Whether or not the Merger is completed, the announcement and pendency of the Merger could cause disruptions in the businesses of Globus and NuVasive, including by diverting the attention of Globus and NuVasive’s respective management and employee teams, such as those involved in day-to-day operations and sales, toward the completion of the Merger. In addition, Globus and NuVasive have each diverted significant management resources in an effort to complete the Merger and are each subject to restrictions contained in the Merger Agreement on the conduct of their respective businesses. If the Merger is not completed, Globus and NuVasive will have incurred significant costs, including the diversion of management resources, for which they will have received little or no benefit.

NuVasive directors and executive officers have interests and arrangements that may be different from, or in addition to, those of NuVasive stockholders generally.

When considering the recommendations of the NuVasive Board on how to vote on the proposals described in this joint proxy statement/prospectus, NuVasive stockholders should be aware that NuVasive’s directors and executive officers may have interests in the Merger that are different from, or in addition to, those of NuVasive stockholders generally. These interests include, among others, acceleration of the equity awards held by NuVasive non-employee directors upon the consummation of the Merger, “double-trigger” vesting of NuVasive equity awards and severance benefits in the event of a qualifying termination of employment in connection with the Merger, participation in the NuVasive Excise Tax Gross-Up Plan, Globus’s agreement to add three current members of the NuVasive Board to the Globus Board and rights to continuing indemnification and directors’ and officers’ liability insurance. The NuVasive Board was aware of and considered these interests when it determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of NuVasive and its stockholders, and recommended that NuVasive stockholders adopt the Merger Agreement. The interests of NuVasive directors and executive officers are described in more detail in the section titled “Interests of NuVasive Directors and Executive Officers in the Merger.”

The Merger Agreement contains provisions that could discourage a potential competing acquirer that might be willing to pay more to acquire or merge with either Globus or NuVasive.

The Merger Agreement contains non-solicitation provisions that restrict the ability of Globus and NuVasive to, among other things (each as described in the sections titled “The Merger Agreement—No Solicitation”), subject to limited exceptions set forth in the Merger Agreement:

 

   

in the case of NuVasive: (i) initiate, seek or solicit, or knowingly encourage or facilitate or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making

 

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or submission of any proposal that constitutes, or would reasonably be expected to lead to, a NuVasive Acquisition Proposal; (ii) participate or engage in discussions or negotiations with, or disclose any non-public information or data relating to, NuVasive or any of its subsidiaries or afford access to the properties, books or records of NuVasive, or any of its subsidiaries to any person that has made or could reasonably be expected to make, or in connection with, a NuVasive Acquisition Proposal; or (iii) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect to a NuVasive Acquisition Proposal.

 

   

in the case of Globus: (i) initiate, seek or solicit, or knowingly encourage or facilitate or take any other action that is reasonably expected to promote, directly or indirectly, any inquiries or the making or submission of any proposal that constitutes, or would reasonably be expected to lead to, a Globus Acquisition Proposal; (ii) participate or engage in discussions or negotiations with, or disclose any non-public information or data relating to, Globus or any of its subsidiaries or afford access to the properties, books or records of Globus, or any of its subsidiaries to any person that has made or could reasonably be expected to make, or in connection with, a Globus Acquisition Proposal; or (iii) enter into any agreement, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement, with respect to a Globus Acquisition Proposal.

Furthermore, there are limited exceptions to the requirement under the Merger Agreement that neither the Globus Board nor the NuVasive Board withdraw or modify the Globus Board Recommendation or the NuVasive Board Recommendation, as applicable (see the section titled “The Merger Agreement—Obligations to Recommend the Approval of the Merger Agreement and the Approval of the Globus Share Issuance Proposal ”). Although the Globus Board or NuVasive Board is permitted to effect a change of recommendation, after complying with certain procedures set forth in the Merger Agreement, in response to certain superior offers or if the applicable board of directors determines in good faith, after consultation with its legal counsel, that a failure to do so would be inconsistent with its fiduciary duties under applicable law, such change of recommendation would entitle the other party to terminate the Merger Agreement and receive a termination fee from the party making a change of recommendation. See the sections titled “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Termination Fees.”

These provisions could discourage a potential competing acquirer from considering or proposing an acquisition or merger, even if it were prepared to pay consideration with a higher value than that implied by the merger consideration in the Merger, or might result in a potential competing acquirer proposing to pay a lower per share price than it might otherwise have proposed to pay because of the added expense of the termination fee.

Globus and NuVasive expect to incur substantial costs related to the Merger and integration.

Globus and NuVasive have incurred and expect to incur non-recurring costs associated with combining the operations of the two companies, as well as transaction fees and other costs related to the Merger. Such costs include, among others, filing and registration fees with the SEC, printing and mailing costs associated with this joint proxy statement/prospectus, and legal, accounting, investment banking, consulting, public relations and proxy solicitation fees. Some of these costs are payable by Globus or NuVasive regardless of whether the Merger is completed.

The Combined Company will also incur restructuring and integration costs in connection with the Merger. There are processes, policies, procedures, operations, technologies and systems that must be integrated in connection with the Merger and the integration of NuVasive’s business into the Combined Company. Although Globus expects that the elimination of duplicative costs, strategic benefits and additional income, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction, Merger-related and restructuring costs over time, any net benefit may not be achieved in the near term or at all.

 

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While Globus has assumed that certain expenses would be incurred in connection with the Merger and the other transactions contemplated by the Merger Agreement, there are many factors beyond Globus’s control that could affect the total amount or the timing of the integration and implementation expenses.

Neither Globus stockholders nor NuVasive stockholders will be entitled to appraisal rights in the Merger.

Appraisal rights are statutory rights that, if applicable under law, enable stockholders of a corporation to dissent from certain extraordinary transactions, such as a merger in certain circumstances, and to demand that such corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to such stockholders in connection with the extraordinary transaction. Under the DGCL, stockholders generally do not have appraisal rights if the shares of stock they hold are either listed on a national securities exchange or held of record by more than 2,000 holders. Notwithstanding the foregoing, appraisal rights are available if stockholders are required by the terms of the Merger Agreement to accept for their shares anything other than (a) shares of stock of the surviving corporation, (b) shares of stock of another corporation that will either be listed on a national securities exchange or held of record by more than 2,000 holders, (c) cash in lieu of fractional shares or (d) any combination of the foregoing.

Because the Merger consists of Merger Sub merging with and into NuVasive, holders of Globus Common Stock will continue to hold their Globus shares following completion of the Merger and therefore holders of Globus Common Stock are not entitled to appraisal rights in connection with the Merger.

Because NuVasive stockholders hold shares of stock that are listed on Nasdaq and are required under the Merger Agreement to accept only shares of another corporation listed on a national securities exchange and cash in lieu of fractional shares, they will not entitled to appraisal rights in connection with the Merger. See the section titled “No Appraisal Rights.”

Lawsuits may in the future be filed against Globus, NuVasive, and members of their respective boards of directors, challenging the Merger, and an adverse ruling in any such lawsuit may prevent the Merger from becoming effective or from becoming effective within the expected time frame.

Transactions such as the Merger are frequently subject to litigation or other legal proceedings, including actions alleging that the Globus Board or NuVasive Board breached their respective fiduciary duties to their stockholders by entering into the Merger Agreement, by failing to obtain a greater value in the transaction for their stockholders or otherwise. Neither Globus nor NuVasive can provide assurance that such litigation or other legal proceedings will not be brought. If litigation or other legal proceedings are in fact brought against Globus or NuVasive, or against the Globus Board or NuVasive Board, they will defend against it, but might not be successful in doing so. An adverse outcome in such matters, as well as the costs and efforts of a defense even if successful, could have a material adverse effect on the business, results of operation or financial position of Globus, NuVasive or the Combined Company, including through the possible diversion of either company’s resources or distraction of key personnel.

Furthermore, one of the conditions to the completion of the Merger is the absence of an order (whether temporary, preliminary or permanent) enacted, promulgated, issued or entered after the date of the Merger Agreement by any governmental body enjoining, restraining, preventing or prohibiting the consummation of the Merger. As such, if any plaintiffs are successful in obtaining an injunction preventing the consummation of the Merger, that injunction may prevent the Merger from becoming effective or from becoming effective within the expected time frame.

The opinions of NuVasive’s and Globus’s financial advisors will not reflect changes in circumstances between the signing of the Merger Agreement and completion of the Merger. Because NuVasive’s and Globus’s financial advisors will not be updating their opinions, the opinions will not address the fairness of the Exchange Ratio from a financial point of view at the time the Merger is completed.

NuVasive and Globus have not obtained updated opinions from their respective financial advisors as of the date of this joint proxy statement/prospectus and do not expect to receive updated opinions prior to completion of

 

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the Merger. Changes in the operations and prospects of NuVasive or Globus, general market and economic conditions and other factors that may be beyond the control of NuVasive or Globus, and on which NuVasive’s and Globus’s financial advisors’ opinions were based, may significantly alter the value of NuVasive or Globus or the prices of shares of NuVasive Common Stock or Globus Class A Common Stock by the time the Merger is completed. The opinions do not speak as of the time the Merger will be completed or as of any date other than the date of such opinions. Because NuVasive’s and Globus’s financial advisors will not be updating their opinions, the opinions will not address the fairness of the Exchange Ratio from a financial point of view at the time the Merger is completed. For a description of the opinions that NuVasive and Globus received from their respective financial advisors, please refer to the section titled “The Merger—Opinion of NuVasive’s Financial Advisor” and “The Merger—Opinion of Globus’s Financial Advisor.”

Enforceability of the Voting Agreement is limited by the terms thereof.

20,867,524 shares of Globus Class B Common Stock (which represents approximately 70% of the total voting power of outstanding Globus Common Stock) are subject to the Voting Agreement, pursuant to which the holders of such shares have agreed to vote all such shares with respect to the Globus Share Issuance Proposal in accordance with the recommendation of the Globus Board as of the time of the Globus Special Meeting. NuVasive’s legal remedies in case of breach of the Voting Agreement are limited according to the terms of the Voting Agreement, and do not include the right to seek specific performance of obligations and covenants under the Voting Agreement. For a description of the Voting Agreement, please refer to the section titled “Voting Agreement.”

Risks Relating to the Combined Company

Combining the businesses of Globus and NuVasive may be more difficult, costly or time-consuming than expected and the Combined Company may fail to realize the anticipated benefits of the Merger, which may adversely affect the Combined Company’s business results and negatively affect the value of the Combined Company’s common stock.

The success of the Merger will depend on, among other things, Globus’s ability to realize the anticipated benefits, synergies and efficiencies from combining the businesses of Globus and NuVasive. This success will depend on, among other factors, Globus’s ability to successfully integrate its business with the business of NuVasive. If Globus is not able to successfully integrate NuVasive’s business into the Combined Company within the anticipated time frame, or at all, the anticipated synergies, efficiencies and other benefits of the Merger may not be realized fully, or at all, or may take longer to realize than expected.

An inability to realize the full extent of the anticipated benefits of the Merger, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, level of expenses and operating results of the Combined Company, which may adversely affect the value of the common stock of the Combined Company.

Globus and NuVasive have operated and, until the completion of the Merger, will continue to operate independently. There can be no assurances that their businesses can be integrated successfully. It is possible that the integration process could result in the loss of key Globus or NuVasive employees, the loss of surgeon customers, the disruption of either company’s or both companies’ ongoing businesses, inconsistencies in standards, controls, procedures and policies, unexpected integration issues, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. The challenges involved in this integration, which will be complex and time-consuming, include the following:

 

   

combining the businesses of Globus and NuVasive, including respective operations and corporate functions, and meeting the capital requirements of the Combined Company in a manner that permits the Combined Company to achieve any revenue synergies or efficiencies anticipated to result from the Merger, the failure of which would result in the anticipated benefits of the Merger not being realized in the time frame currently anticipated or at all;

 

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integrating and retaining personnel from the two companies;

 

   

integrating each company’s technologies and technologies licensed by them from third parties;

 

   

identifying and eliminating redundant and underperforming functions and assets;

 

   

harmonizing each company’s operating practices, employee development and compensation programs, internal controls and other policies, procedures and processes;

 

   

maintaining existing agreements with each company’s business partners, surgeons, suppliers and vendors, avoiding delays in entering into new agreements with prospective business partners, surgeons, suppliers and vendors, and leveraging relationships with such third parties for the benefit of the Combined Company;

 

   

addressing possible differences in business backgrounds, corporate cultures and management philosophies;

 

   

consolidating each company’s administrative and information technology infrastructure; coordinating sales activities and go-to-market efforts;

 

   

coordinating geographically dispersed organizations; and

 

   

effecting actions that may be required in connection with obtaining regulatory or other governmental approvals.

In addition, at times the attention of certain members of either company’s or both companies’ management and resources may be focused on completion of the Merger and the integration of the businesses of the two companies and diverted from day-to-day business operations or other opportunities that may have been beneficial to such company, which may disrupt each company’s ongoing business and the business of the Combined Company.

The Combined Company may be unable to realize the anticipated synergies and expects to incur substantial expenses related to the Merger, which could adversely affect the Combined Company’s business, financial condition and results of operations.

The Combined Company’s ability to achieve estimated synergies in the timeframe anticipated, or at all, is subject to various assumptions, which may or may not prove to be accurate. As a consequence, the Combined Company may not be able to realize all of these synergies within the timeframe expected or at all. In addition, the Combined Company may incur additional or unexpected costs in order to realize these benefits. Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger.

Certain contractual counterparties may seek to modify contractual relationships with the Combined Company, which could have an adverse effect on the Combined Company’s business and operations.

As a result of the Merger, the Combined Company may experience impacts on relationships with contractual counterparties (such as business partners, surgeons, vendors, sales representatives, contractors or other third party service providers) that may harm the Combined Company’s business and results of operations. Certain counterparties may seek to terminate or modify contractual obligations following the Merger whether or not contractual rights are triggered as a result of the Merger. There can be no guarantee that Globus’s or NuVasive’s contractual counterparties will remain with or continue to have a relationship with the Combined Company or do so on the same or similar contractual terms following the Merger. If any contractual counterparties (such as business partners, surgeons, vendors, sales representatives, contractors or other third party service providers) seek to terminate or modify contractual obligations or discontinue the relationship with the Combined Company, then the Combined Company’s business and results of operations may be harmed.

Completion of the transaction may trigger change in control, assignment or other provisions in certain agreements to which NuVasive is a party, which may have an adverse impact on the Combined Company’s business and results of operations.

The completion of the Merger may trigger change in control, assignment and other provisions in certain agreements to which NuVasive is a party. If NuVasive is unable to negotiate waivers of or consents under those

 

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provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages or other remedies. Even if NuVasive is able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to the Combined Company. Any of the foregoing or similar developments may have an adverse impact on the business, financial condition and results of operations of the Combined Company, or the ability of Globus to successfully integrate NuVasive’s business.

The Combined Company may be exposed to increased litigation, which could have an adverse effect on the Combined Company’s business and operations.

The Combined Company may be exposed to increased litigation from stockholders, customers, partners, suppliers, contractors and other third parties due to the merger of Globus’s and NuVasive’s businesses following the Merger. Such litigation may have an adverse impact on the Combined Company’s business and results of operations or may cause disruptions to the Combined Company’s operations.

The unaudited pro forma condensed combined financial information in this joint proxy statement/prospectus is presented for illustrative purposes only and may not be reflective of the operating results and financial condition of the Combined Company following completion of the Merger.

The unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus are presented for illustrative purposes only, contain a variety of adjustments, assumptions and preliminary estimates and are not necessarily indicative of what the Combined Company’s actual financial position or results of operations would have been had the Merger been completed on the dates indicated. The Combined Company’s actual results and financial position after the Merger may differ materially and adversely from the unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus. The unaudited pro forma condensed combined financial information reflects adjustments based upon preliminary estimates of the fair value of assets to be acquired and liabilities to be assumed. The final acquisition accounting will be based upon the actual consideration transferred and the fair value of the assets and liabilities of NuVasive as of the date of the completion of the Merger. Accordingly, the final acquisition accounting may differ materially from the unaudited pro forma condensed combined financial information reflected in this joint proxy statement/prospectus. For more information, see the section titled Unaudited Pro Forma Condensed Combined Financial Information.”

While presented with numeric specificity, the unaudited pro forma condensed combined financial information provided in this joint proxy statement/prospectus is based on numerous variables and assumptions (including, but not limited to, those related to industry performance and competition, general business, the medical device industry, and economic, market and financial conditions and additional matters specific to Globus’s or NuVasive’s business, as applicable) that are inherently subjective and uncertain and are beyond the control of the respective management teams of Globus and NuVasive. As a result, actual results may differ materially from the unaudited pro forma condensed combined financial information. Important factors that may affect actual results include, but are not limited to, risks and uncertainties relating to Globus’s or NuVasive’s business, as applicable (including each company’s ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, general business and economic conditions. See the section titled “Unaudited Pro Forma Condensed Combined Financial Information.”

Globus’s bylaws designate specific courts as the exclusive forum for certain litigation that may be initiated by Globus stockholders, which could limit the ability of stockholders of the Combined Company to obtain a favorable judicial forum for disputes with the Combined Company.

Globus’s bylaws (which will govern the rights of NuVasive stockholders as stockholders of Globus following the Merger) provide that, unless Globus consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of Globus, (ii) any action

 

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asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of Globus to Globus or Globus stockholders, (iii) any action asserting a claim against Globus or any director or officer or other employee of Globus arising pursuant to any provision of the DGCL or the Globus charter or Globus bylaws (as either may be amended from time to time), and (iv) any action asserting a claim against Globus or any director or officer or other employee of Globus governed by the internal affairs doctrine, in each case, shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware). Globus’s bylaws further provide that unless Globus consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

This Delaware forum provision and federal forum provision in the Globus bylaws may impose additional litigation costs on stockholders in pursuing any such claims. Additionally, these forum selection clauses may limit Globus stockholders’ ability to bring a claim in a judicial forum that they find favorable for disputes with Globus or its directors, officers or employees, which may discourage the filing of lawsuits against Globus and its directors, officers and employees, even though an action, if successful, might benefit Globus stockholders. In addition, Section 22 of the Securities Act creates a concurrent jurisdiction for state and federal courts over all suits brought concerning a duty or liability created by the securities laws, rules and regulations thereunder. While the Delaware Supreme Court ruled in March 2020 that federal forum selection provisions purporting to require claims under the Securities Act be brought in federal court are “facially valid” under Delaware law, there is uncertainty as to whether other courts will enforce its federal forum provision. If the federal forum provision is found to be unenforceable, Globus may incur additional costs associated with resolving such matters. The federal forum provision may also impose additional litigation costs on stockholders who assert that the provision is not enforceable or invalid. The Court of Chancery of the State of Delaware and the federal district courts of the United States may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to Globus than its stockholders.

The financial forecasts are based on various assumptions that may not be realized.

The financial estimates set forth in the forecasts included under the sections “The Merger—Certain NuVasive Unaudited Prospective Financial Information” and “The Merger—Certain Globus Unaudited Prospective Financial Information” were based on assumptions of, and information available to, NuVasive’s and Globus’s management when prepared and these estimates and assumptions are subject to uncertainties, many of which are beyond NuVasive’s and Globus’s control and may not be realized. Many factors mentioned in this joint proxy statement/prospectus, including the risks outlined in this “Risk Factors” section and the events or circumstances described under “Cautionary Statement Regarding Forward-Looking Statements,” will be important in determining the Combined Company’s future results. As a result of these contingencies, actual future results may vary materially from the estimates. In view of these uncertainties, the inclusion of financial

estimates in this joint proxy statement/prospectus is not and should not be viewed as a representation that the forecasted results will necessarily reflect actual future results.

The financial estimates set forth in the forecasts included under the sections “The Merger—Certain NuVasive Unaudited Prospective Financial Information” and “The Merger— Certain Globus Unaudited Prospective Financial Information” were not prepared with a view toward public disclosure, and such financial estimates were not prepared with a view toward compliance with published guidelines of any regulatory or professional body. Further, any forward-looking statement speaks only as of the date on which it is made, and NuVasive and Globus do not undertake any obligation, other than as required by applicable law, to update the financial estimates herein to reflect events or circumstances after the date those financial estimates were prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances. The prospective financial information included in this document has been prepared by, and is the responsibility of, NuVasive or Globus management, as applicable. No accounting firm has audited, reviewed, examined, compiled nor applied

 

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agreed-upon procedures with respect to the accompanying prospective financial information included under the sections “The Merger—Certain NuVasive Unaudited Prospective Financial Information” and “The Merger—Certain Globus Unaudited Prospective Financial Information” and, accordingly, no accounting firm expresses an opinion or any other form of assurance with respect thereto.

Deloitte & Touche LLP and Ernst & Young LLP are independent registered public accounting firms whose reports incorporated by reference in this document relate to the previously issued financial statements of Globus and NuVasive, respectively, for the year ended December 31, 2022. Their respective reports do not extend to the prospective financial information and should not be read to do so.

Other Risk Factors Related to Globus and NuVasive

Globus’s and NuVasive’s businesses are and will be subject to the risks described above. In addition, Globus and NuVasive are, and will continue to be, subject to the risks described in, as applicable, Globus’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and NuVasive’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as such risks may be updated or supplemented in each company’s subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each of which are filed with the SEC and incorporated by reference in this joint proxy statement/prospectus. See the section titled “Where You Can Find More Information.”

 

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THE PARTIES TO THE MERGER

Globus Medical, Inc.

Globus, headquartered in Audubon, Pennsylvania, is a medical device company that develops and commercializes healthcare solutions whose mission is to improve the quality of life of patients with musculoskeletal disorders. Founded in 2003, Globus is committed to medical device innovation and delivering exceptional service to hospitals, ambulatory surgery centers and physicians to advance patient care and improve efficiency. Since inception, Globus has listened to the voice of the surgeon to develop practical solutions and products to help surgeons effectively treat patients and improve lives.

Globus is an engineering-driven company with a history of rapidly developing and commercializing advanced products and procedures to address treatment challenges. With over 230 product launches across 54 countries worldwide, Globus offers a comprehensive portfolio of innovative and differentiated technologies that are used to treat a variety of musculoskeletal conditions. Globus’s principal executive offices are located at Valley Forge Business Center, 2560 General Armistead Avenue, Audubon, Pennsylvania 19403, and its telephone number is (610) 930-1800.

NuVasive, Inc.

NuVasive is a global medical technology company focused on developing, manufacturing, selling and providing procedural solutions for spine surgery, with a guiding purpose to transform surgery, advance care and change lives. NuVasive offers a comprehensive portfolio of procedurally integrated spine surgery solutions, including surgical access instruments, spinal implants, fixation systems, biologics, and enabling technologies, as well as systems and services for intraoperative neuromonitoring. In addition, NuVasive develops and sells magnetically adjustable implant systems for spine and specialized orthopedic procedures. NuVasive’s principal executive offices are located at 12101 Airport Way, Broomfield, Colorado 80021, and its telephone number is (800) 455-1476.

Zebra Merger Sub, Inc.

Merger Sub was formed by Globus for the sole purpose of effecting the Merger. Merger Sub has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in the Merger Agreement. By operation of the Merger, Merger Sub will be merged with and into NuVasive, with NuVasive continuing as the surviving corporation and as a wholly owned subsidiary of Globus, and the separate existence of Merger Sub will cease. Merger Sub’s principal executive offices are located at Valley Forge Business Center, 2560 General Armistead Avenue, Audubon, Pennsylvania 19403, and its telephone number is (610) 930-1800.

 

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THE GLOBUS SPECIAL MEETING

This joint proxy statement/prospectus is being provided to Globus stockholders in connection with the solicitation of proxies by the Globus Board for use at the Globus Special Meeting and at any adjournments or postponements thereof. Globus stockholders are encouraged to read this entire document carefully, including its annexes and the documents incorporated by reference herein, for more detailed information regarding the Merger Agreement and the transactions contemplated thereby.

Date, Time and Place of the Globus Special Meeting

The Globus Special Meeting will be held at                     , local time, on             , 2023, at Globus’s corporate headquarters located at Valley Forge Business Center, 2560 General Armistead Avenue, Audubon, Pennsylvania 19403. On or about             , 2023, Globus commenced mailing this joint proxy statement/prospectus and the enclosed form of proxy card to its stockholders entitled to vote at the Globus Special Meeting.

Matters to Be Considered at the Globus Special Meeting

The purpose of the Globus Special Meeting is to consider and vote on each of the following proposals, each of which is further described in this joint proxy statement/prospectus:

 

   

Globus Proposal 1Globus Share Issuance Proposal: To approve the issuance of shares of Globus Class A Common Stock to NuVasive stockholders in connection with the Merger contemplated by the Merger Agreement;

 

   

Globus Proposal 2Globus Adjournment Proposal: To approve the adjournment of the Globus Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Globus Special Meeting to approve the Globus Share Issuance Proposal.

Approval of the Globus Share Issuance Proposal by Globus stockholders is a condition to the completion of the Merger. Approval of the Globus Adjournment Proposal is not a condition to the obligation of either Globus or NuVasive to complete the Merger.

Only business within the purposes described in the Globus Special Meeting notice may be conducted at the Globus Special Meeting.

Recommendation of the Globus Board of Directors

After careful consideration, the Globus Board has: (i) unanimously determined that the Merger and the transactions contemplated by the Merger Agreement (including, the Share Issuance) on the terms and subject to the conditions set forth therein are advisable, fair to, and in the best interests of, Globus and the Globus stockholders, (ii) unanimously approved and deemed advisable the execution and delivery of the Merger Agreement, the performance by Globus of its covenants and agreements contained therein and the consummation of the transactions contemplated thereby, including the Merger and the issuance of shares of Globus Class A Common Stock in connection therewith, and (iii) directed that the issuance of Globus Class A Common Stock pursuant to the terms of the Merger Agreement be submitted to a vote at a meeting of the Globus stockholders and resolved to recommend that the Globus stockholders approve such issuance. Accordingly, the Globus Board unanimously recommends that Globus stockholders vote “FOR” the approval of the Globus Share Issuance Proposal and “FOR” the approval of the Globus Adjournment Proposal. See the section titled “The Merger—Globus’s Reasons for the Merger and Recommendation of the Globus Board of Directors.”

The Globus Board unanimously recommends that Globus stockholders vote:

 

   

Globus Proposal 1: FOR” the Globus Share Issuance Proposal; and

 

   

Globus Proposal 2: FOR” the Globus Adjournment Proposal.

 

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Record Date for the Globus Special Meeting and Voting Rights

The record date to determine Globus stockholders who are entitled to receive notice of and to vote at the Globus Special Meeting or any adjournments or postponements thereof is             , 2023 (the “Globus Record Date”). At the close of business on the Globus Record Date, there were                  shares of Globus Common Stock issued and outstanding and entitled to vote at the Globus Special Meeting.

Each Globus stockholder is entitled to one vote for each share of Globus Class A Common Stock held of record at the close of business on the Globus Record Date on each proposal and ten votes for each share of Globus Class B Common Stock held of record at the close of business on the Globus Record Date on each proposal. Only Globus stockholders of record at the close of business on the Globus Record Date are entitled to receive notice of and to vote at the Globus Special Meeting and any and all adjournments or postponements thereof.

A complete list of Globus stockholders entitled to vote at the Globus Special Meeting will be available for inspection during regular business hours for a period 10 days ending on the day before the Globus Special Meeting at Globus’s corporate headquarters located at Valley Forge Business Center, 2560 General Armistead Avenue, Audubon, Pennsylvania 19403.

Quorum; Abstentions and Broker Non-Votes

A quorum of Globus stockholders is necessary to conduct business at the Globus Special Meeting. The presence in person or by proxy of the holders of a majority of the voting power of the issued and outstanding shares of Globus Common Stock entitled to vote at the Globus Special Meeting will constitute a quorum. Shares of Globus Common Stock represented by proxy and entitled to vote, including shares for which a Globus stockholder directs an “abstention” from voting, will be counted for purposes of determining a quorum. However, because all of the proposals for consideration at the Globus Special Meeting are considered “non-routine” matters, shares held in “street name” will not be counted as present for the purpose of determining the existence of a quorum unless the Globus stockholder provides their bank, broker or other nominee with voting instructions for at least one of the proposals at the Globus Special Meeting. If a quorum is not present, the Globus Special Meeting will be adjourned or postponed until the holders of the number of shares of Globus Common Stock required to constitute a quorum attend. Pursuant to the Voting Agreement, the Supporting Stockholders are obligated to cause the shares of Globus Class B Common Stock subject to the Voting Agreement to be counted as present at the Globus Special Meeting for purposes of establishing a quorum. Such shares are sufficient to constitute a quorum.

Under NYSE rules, banks, brokers or other nominees who hold shares in “street name” on behalf of the beneficial owner of such shares have the authority to vote such shares in their discretion on certain “routine” proposals when they have not received voting instructions from the beneficial owners. However, banks, brokers or other nominees are not allowed under NYSE rules to exercise their voting discretion with respect to matters that are “non-routine.” This can result in a “broker non-vote,” which occurs on a proposal when (i) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other “non-routine” proposals without instructions from the beneficial owner of the shares, and (ii) the beneficial owner fails to provide the bank, broker or other nominee with voting instructions on a “non-routine” matter. All of the proposals for consideration at the Globus Special Meeting are considered “non-routine” matters, and banks, brokers or other nominees will not have discretionary authority to vote on any matter before the Globus Special Meeting. As a result, Globus does not expect any broker non-votes at the Globus Special Meeting and if you hold your Globus Common Stock in “street name,” your shares will not be represented and will not be voted on any matter unless you affirmatively instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instructions provided by your bank, broker or other nominee. It is therefore critical that you cast your vote by instructing your bank, broker or other nominee on how to vote. Brokers will not be able to vote on any of the proposals before the Globus Special Meeting unless they have received voting instructions from the beneficial owners.

 

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Required Votes

A quorum is required to approve the Globus Share Issuance Proposal, but not the Globus Adjournment Proposal. As described above, Globus does not expect there to be any broker non-votes at the Globus Special Meeting.

 

Proposal

  

Required Vote

  

Effects of Certain Actions

Globus Proposal 1: Globus Share Issuance Proposal    Assuming a quorum is present, approval requires the affirmative vote of the holders of a majority of the voting power of the Globus Common Stock present in person or represented by proxy at the Globus Special Meeting.    The failure of any stockholder of record of Globus to submit a signed proxy card, grant a proxy electronically over the internet or by telephone or to vote in person by ballot at the Globus Special Meeting will not have an effect on the outcome of the Globus Share Issuance Proposal. An abstention by any Globus Common Stock present or represented by proxy at the Globus Special Meeting on the Globus Share Issuance Proposal will have the same effect as a vote “AGAINST” the Globus Share Issuance Proposal. Broker non-votes, if any, will have no effect on the Globus Share Issuance Proposal.

 

Proposal

  

Required Vote

  

Effects of Certain Actions

Globus Proposal 2: Globus Adjournment Proposal   

Approval requires the affirmative vote of the holders of a majority of the voting power of the Globus Common Stock present in person or represented by proxy at the Globus Special Meeting.

 

If a quorum is not present or represented, then the stockholders entitled to vote thereat, present in person or represented by proxy, may adjourn the meeting.

   The failure of any stockholder of record of Globus to submit a signed proxy card, grant a proxy electronically over the internet or by telephone or to vote in person by ballot at the Globus Special Meeting will not have an effect on the outcome of the Globus Adjournment Proposal. An abstention by any Globus Common Stock present or represented by proxy at the Globus Special Meeting on the Globus Adjournment Proposal will have the same effect as a vote “AGAINST” the Globus Adjournment Proposal. Broker non-votes, if any, will have no effect on the Globus Adjournment Proposal.

Vote of Globus Directors and Executive Officers

As of                 , 2023, the Globus Record Date, Globus directors and executive officers beneficially owned and were entitled to vote in the aggregate                  shares of Globus Common Stock, which represented    % of

 

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the Globus Common Stock issued and outstanding on the Globus Record Date, including the shares covered by the Voting Agreement described below and entered into by the Supporting Stockholders, solely in their capacity as stockholders of Globus. Pursuant to the Voting Agreement, Globus currently expects that the Supporting Stockholders will vote their shares “FOR” the Globus Share Issuance Proposal and “FOR” the Globus Adjournment Proposal. The Globus Common Stock subject to the Voting Agreement represents approximately 70% of the total voting power of the outstanding Globus Common Stock and therefore such shares of Globus Common Stock are sufficient to approve the Globus Share Issuance Proposal and the Globus Adjournment Proposal. For more information see “Interests of Globus Directors and Executive Officers in the Merger” in this joint proxy statement/prospectus. For more information regarding the Voting Agreement, see the section titled “Voting Agreement.”

Methods of Voting

Stockholders of Record

If you are a Globus stockholder of record, you may vote at the Globus Special Meeting by proxy over the internet, by telephone or by mail, or in person by attending and voting at the Globus Special Meeting at Globus’s corporate headquarters located at Valley Forge Business Center, 2560 General Armistead Avenue, Audubon, Pennsylvania 19403, as described below.

 

   

By Internet: To vote via the internet, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the 16-digit control number from the proxy card you receive. Your vote must be received by 11:59 p.m. Eastern Time on             , 2023 to be counted. If you vote via the internet, you do not need to return a proxy card by mail.

 

   

By Telephone: To vote by telephone, dial 1-800-690-6903 (the call is toll-free in the United States and Canada; toll charges apply to calls from other countries) and follow the recorded instructions. You will be asked to provide the 16-digit control number from the proxy card. Your vote must be received by 11:59 p.m., Eastern Time, on             , 2023 to be counted. If you vote by telephone, you do not need to return a proxy card by mail.

 

   

By Mail: To vote by mail using the proxy card (if you requested paper copies of the proxy materials to be mailed to you), you need to complete, date and sign the proxy card and return it promptly by mail in the envelope provided to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY, 11717 so that it is received no later than             , 2023. The persons named in the proxy card will vote the shares you own in accordance with your instructions on the proxy card you mail.

 

   

In Person at the Globus Special Meeting: Voting via the internet, by telephone or by mail will not limit your right to vote at the Globus Special Meeting if you decide to attend and vote in person. If your shares are held in the name of a bank, broker or other holder of record, you must obtain a legal proxy, executed in your favor, from the holder of record to be able to vote at the Globus Special Meeting. You should contact your bank or brokerage account representative to obtain a legal proxy.

Unless revoked, all duly executed proxies and all proxies duly granted electronically over the internet or by telephone representing Globus Common Stock entitled to vote at the Globus Special Meeting will be voted at the Globus Special Meeting and, where a vote has been specified on the proxy card or electronically, will be voted in accordance with such specification. If you submit an executed proxy without providing instructions for any proposal, your shares will be voted “FOR” the Globus Share Issuance Proposal and “FOR” the Globus

Adjournment Proposal.

Beneficial (Street Name) Stockholders

If you hold your Globus Common Stock through a bank, broker or other nominee in “street name” instead of as a registered holder, you must follow the voting instructions provided by your bank, broker or other nominee in

 

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order to vote your shares. Your voting instructions must be received by your bank, broker or other nominee prior to the deadline set forth in the information from your bank, broker or other nominee on how to submit voting instructions. If you do not provide voting instructions to your bank, broker or other nominee for a proposal, your Globus Common Stock will not be voted on that proposal because your bank, broker or other nominee does not have discretionary authority to vote on any of the proposals to be voted on at the Globus Special Meeting. See the section titled “The Globus Special Meeting—Quorum; Abstentions and Broker Non-Votes.”

Attending the Globus Special Meeting

Subject to space availability and certain security procedures, all Globus stockholders as of the Globus Record Date of the Globus Special Meeting, or their duly appointed proxies, may attend the Globus Special Meeting. Each person attending the Globus Special Meeting must have proof of ownership of Globus Common Stock, such as a bank or brokerage account statement, as of the Globus Record Date to be admitted to the Globus Special Meeting. Globus stockholders also must present a form of personal identification in order to be admitted to the Globus Special Meeting. No cameras, recording equipment or electronic devices will be permitted in the Globus Special Meeting.

Revocability of Proxies

Any Globus stockholder giving a proxy has the right to revoke it at any time before the proxy is voted at the Globus Special Meeting. If you are a Globus stockholder of record, you may revoke your proxy by any one of the following actions:

 

   

by sending a signed written notice of revocation to Globus’s Corporate Secretary, provided such notice is received no later than the close of business on              , 2023;

 

   

by providing new voting instructions over the internet or telephone as instructed on your proxy card before the closing of the voting facilities at 11:59 p.m., Eastern Time, on              , 2023;

 

   

by submitting a properly signed and dated proxy card with a later date that is received by Globus’s Corporate Secretary no later than the close of business on              , 2023; or

 

   

by attending the Globus Special Meeting and voting in person.

Only your last submitted proxy will be considered.

Execution or revocation of a proxy will not in any way affect a Globus stockholder’s right to attend in person and vote at the Globus Special Meeting.

Written notices of revocation and other communications relating to the revocation of proxies should be addressed to:

Globus Medical, Inc.

Attn: Corporate Secretary

Valley Forge Business Center

2560 General Armistead Avenue

Audubon, Pennsylvania, 19403

If you hold your shares of Globus Common Stock in “street name” and you previously provided voting instructions to your broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee to revoke or change your voting instructions. You may also change your vote by obtaining a legal proxy, executed in your favor from the holder of record, and voting your shares in person at the Globus Special Meeting.

 

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Proxy Solicitation Costs

Globus is soliciting proxies to provide an opportunity to all Globus stockholders to vote on the Globus Share Issuance Proposal and the Globus Adjournment Proposal, whether or not such Globus stockholders are able to attend the Globus Special Meeting or any adjournment thereof. Globus will bear the entire cost of soliciting proxies from Globus stockholders. Proxies may be solicited on behalf of Globus or by Globus directors, officers and other employees in person or by mail, telephone, facsimile, messenger, the internet or other means of communication, including electronic communication. Globus directors, officers and employees will not be paid any additional amounts for their services or solicitation in this regard.

Globus will request that banks, brokers and other nominee record holders send proxies and proxy material to the beneficial owners of Globus Common Stock and secure their voting instructions, if necessary. Globus may be required to reimburse those banks, brokers and other nominees on request for their reasonable expenses in taking those actions.

Householding

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies.

Globus has previously adopted householding for stockholders of record. As a result, stockholders with the same address and last name may receive only one copy of this joint proxy statement/prospectus from Globus. Registered Globus stockholders (those who hold shares directly in their name with Globus’s transfer agent) may opt out of householding and receive a separate joint proxy statement/prospectus or other proxy materials by sending a written request to Globus at the address below.

Some brokers also household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker.

Globus will promptly deliver a copy of this joint proxy statement/prospectus to any Globus stockholder who only received one copy of these materials due to householding upon request in writing to: Globus Medical, Inc., Valley Forge Business Center, 2560 General Armistead Avenue, Audubon, PA 19403, Attention: Legal Department.

Adjournments

If a quorum is not present at the Globus Special Meeting, or if a quorum is present but there are insufficient votes at the time of the Globus Special Meeting to approve the Globus Share Issuance Proposal, then Globus stockholders may be asked to vote on the Globus Adjournment Proposal and thereby adjourn the Globus Special Meeting to a later time and place.

At any subsequent reconvening of the Globus Special Meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting, and all proxies will be voted in the same manner as they would have been voted at the original convening of the Globus Special Meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

 

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Assistance

If you need assistance voting or completing your proxy card, or if you have questions regarding the Globus Special Meeting, please contact Globus’s Investor Relations Department by phone at (610) 930-1800 or by mail at Valley Forge Business Center, 2560 General Armistead Avenue, Audubon, PA 19403 Attention: Investor Relations.

GLOBUS STOCKHOLDERS SHOULD CAREFULLY READ THIS JOINT PROXY STATEMENT/ PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE MERGER AGREEMENT, THE SHARE ISSUANCE AND THE MERGER. IN PARTICULAR, GLOBUS STOCKHOLDERS ARE DIRECTED TO THE MERGER AGREEMENT, WHICH IS ATTACHED AS ANNEX A HERETO.

 

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GLOBUS PROPOSAL 1: APPROVAL OF THE SHARE ISSUANCE

This joint proxy statement/prospectus is being furnished to you as a Globus stockholder in connection with the solicitation of proxies by the Globus Board for use at the Globus Special Meeting. At the Globus Special Meeting, Globus is asking Globus stockholders to consider and vote upon a proposal to approve the issuance of shares of Globus Class A Common Stock to NuVasive stockholders in connection with the Merger for purposes of applicable NYSE rules.

Based on the number of shares of NuVasive Common Stock outstanding as of March 3, 2023, the latest practicable date prior to the date of this joint proxy statement/prospectus, Globus expects to issue approximately 39.3 million shares of Globus Class A Common Stock to NuVasive stockholders in connection with the Merger. The actual number of shares of Globus Class A Common Stock to be issued in connection with the Merger will be based on the number of shares of NuVasive Common Stock outstanding at such time and the Exchange Ratio. Based on the number of shares of Globus Common Stock and NuVasive Common Stock outstanding as of March 3, 2023, the latest practicable date prior to the date of this joint proxy statement/prospectus, upon completion of the Merger, the current Globus stockholders are expected to own approximately 72% of the outstanding Globus Common Stock and former NuVasive stockholders are expected to own approximately 28% of the outstanding Globus Common Stock.

The Globus Board has carefully considered and unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger and the Share Issuance, and determined that the Merger Agreement and the transactions contemplated thereby, including the Merger and the Share Issuance, are advisable, fair to and in the best interests of Globus and its stockholders.

The Globus Board unanimously recommends that Globus stockholders vote “FOR” the Globus Share Issuance Proposal.

Assuming a quorum is present at the Globus Special Meeting, approval of the Globus Share Issuance Proposal requires the affirmative vote of a majority of the voting power of the Globus Common Stock present in person or represented by proxy at the Globus Special Meeting. Any shares not present or represented by proxy (including due to the failure of a Globus stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions with respect to any proposals at the Globus Special Meeting to such bank, broker or other nominee) will have no effect on the outcome of the Globus Share Issuance Proposal, provided that a quorum is otherwise present. An abstention by any shares present or represented by proxy on the Globus Share Issuance Proposal will be counted as a vote “AGAINST” the Globus Share Issuance Proposal. In addition, if a Globus stockholder who holds shares in “street name” through a bank, broker or other nominee provides voting instructions for the Globus Adjournment Proposal, but not for the Globus Share Issuance Proposal, it will have the same effect as a vote “AGAINST” the Globus Share Issuance Proposal. Broker non-votes, if any, will have no effect on the Globus Share Issuance Proposal.

THE GLOBUS BOARD UNANIMOUSLY RECOMMENDS THAT GLOBUS STOCKHOLDERS VOTE “FOR” THE GLOBUS SHARE ISSUANCE PROPOSAL.

 

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GLOBUS PROPOSAL 2: ADJOURNMENT OF THE GLOBUS SPECIAL MEETING

The Globus Special Meeting may be adjourned to another time and place if necessary or appropriate to permit the solicitation of additional proxies if there are insufficient votes at the time of the Globus Special Meeting to approve the Globus Share Issuance Proposal.

The Globus Board unanimously recommends that Globus stockholders vote “FOR” the Globus Adjournment Proposal.

Approval of the Globus Adjournment Proposal requires the affirmative vote of the holders of a majority of the voting power of the Globus Common Stock present in person or represented by proxy at the Globus Special Meeting. Any shares not present or represented by proxy (including due to the failure of a Globus stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions with respect to any proposals at the Globus Special Meeting to such bank, broker or other nominee) will have no effect on the outcome of the Globus Adjournment Proposal. An abstention by any shares present or represented by proxy on the Globus Adjournment Proposal will have the same effect as a vote “AGAINST” the Globus Adjournment Proposal. Broker non-votes, if any, will have no effect on the Globus Adjournment Proposal.

If a quorum is present at the Globus Special Meeting but there are insufficient votes at the time of the Globus Special Meeting to approve the Globus Share Issuance Proposal, then Globus stockholders may be asked to vote on the Globus Adjournment Proposal. If a quorum is not present or represented by proxy, then the Globus stockholders entitled to vote thereat, present in person or represented by proxy, may adjourn the Globus Special Meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At any subsequent reconvening of the Globus Special Meeting at which a quorum shall be present or represented, all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the Globus Special Meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

THE GLOBUS BOARD UNANIMOUSLY RECOMMENDS THAT GLOBUS STOCKHOLDERS VOTE “FOR” THE GLOBUS ADJOURNMENT PROPOSAL.

 

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THE NUVASIVE SPECIAL MEETING

This joint proxy statement/prospectus is being provided to NuVasive stockholders in connection with the solicitation of proxies by the NuVasive Board for use at the NuVasive Special Meeting and at any adjournments or postponements thereof. NuVasive stockholders are encouraged to read this entire document carefully, including its annexes and the documents incorporated by reference herein, for more detailed information regarding the Merger Agreement and the transactions contemplated thereby, including the Merger.

Date, Time and Place of the NuVasive Special Meeting

The NuVasive Special Meeting is scheduled to be held virtually via the internet on             , 2023, beginning at                      Mountain Time.

The NuVasive Special Meeting will be held solely by means of remote communication via the internet. There will not be a physical location. NuVasive stockholders will be able to virtually attend and vote at the NuVasive Special Meeting by visiting www.proxydocs.com/NUVA, which is referred to as the “NuVasive Special Meeting website.”

To be virtually admitted to the NuVasive Special Meeting you must register at www.proxydocs.com/NUVA by 5:00 p.m. Eastern Time on              (the “Registration Deadline”). You will be asked to provide the control number located inside the shaded gray box on your proxy card (the “Control Number”) as described in the proxy materials. After completion of your registration by the Registration Deadline, further instructions, including a unique link to access the NuVasive Special Meeting, will be emailed to you. If you request a printed copy of NuVasive’s proxy materials by mail, your broker or nominee will provide a voting instruction card for you to use. If you hold shares in “street name” through a bank, broker or other nominee and intend to vote your shares online during the NuVasive Special Meeting, you must request and obtain a valid legal proxy from your bank, broker or other nominee and register to attend the NuVasive Special Meeting by visiting the NuVasive Special Meeting website.

We recommend that you log in 15 minutes before the start of the NuVasive Special Meeting to ensure sufficient time to complete the check-in procedures. The virtual meeting platform is fully supported across browsers (Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. If you encounter any technical difficulties logging onto the NuVasive Special Meeting website or during the meeting, there will be a 1-800 number available to call for assistance. Technical support will be available 15 minutes prior to the start time of the meeting and through the conclusion of the meeting.

Matters to Be Considered at the NuVasive Special Meeting

The purpose of the NuVasive Special Meeting is to consider and vote on each of the following proposals, each of which is further described in this joint proxy statement/prospectus:

 

   

NuVasive Proposal 1—Adoption of the Merger Agreement: To adopt the Merger Agreement;

 

   

NuVasive Proposal 2—Advisory Non-Binding Vote on Merger-Related Compensation for Named Executive Officers: To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to NuVasive named executive officers that is based on or otherwise relates to the Merger; and

 

   

NuVasive Proposal 3Adjournment of the NuVasive Special Meeting: To approve the adjournment of the NuVasive Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the NuVasive Special Meeting to approve the NuVasive Merger Proposal.

 

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Approval of the NuVasive Merger Proposal by NuVasive stockholders is a condition to the Merger. Approval of the non-binding advisory NuVasive Compensation Proposal and the NuVasive Adjournment Proposal are not conditions to the obligations of either Globus or NuVasive to complete the Merger.

Only business within the purposes described in the NuVasive Special Meeting notice may be conducted at the NuVasive Special Meeting.

Recommendation of the NuVasive Board of Directors

At a special meeting held on February 8, 2023, the NuVasive Board unanimously: (1) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement were advisable, fair to and in the best interests of NuVasive and its stockholders; (2) approved, adopted, deemed and declared advisable the Merger Agreement, the performance by NuVasive of its covenants and agreements contained therein and the consummation of the Merger and the other transactions contemplated by the Merger Agreement; (3) directed that the approval of the Merger and adoption of the Merger Agreement be submitted to a vote at a meeting of NuVasive stockholders; and (4) resolved to recommend that NuVasive stockholders approve the Merger and adopt the Merger Agreement.

Accordingly, the NuVasive Board unanimously recommends that NuVasive stockholders vote:

 

   

NuVasive Proposal 1: “FOR” the NuVasive Merger Proposal;

 

   

NuVasive Proposal 2: “FOR” the NuVasive Compensation Proposal; and

 

   

NuVasive Proposal 3: “FOR” the NuVasive Adjournment Proposal.

See the section titled “The Merger—NuVasive’s Reasons for the Merger and Recommendation of the

NuVasive Board of Directors.”

Record Date for the NuVasive Special Meeting and Voting Rights

The record date to determine NuVasive stockholders who are entitled to receive notice of and to vote at the NuVasive Special Meeting or any adjournments or postponements thereof is             , 2023. At the close of business on the NuVasive Record Date, there were                  shares of NuVasive Common Stock issued and outstanding and entitled to vote at the NuVasive Special Meeting.

Each NuVasive stockholder is entitled to one vote on each proposal for each share of NuVasive Common Stock held of record at the close of business on the NuVasive Record Date. Only NuVasive stockholders of record at the close of business on the NuVasive Record Date are entitled to receive notice of and to vote at the NuVasive Special Meeting and any and all adjournments or postponements thereof.

Quorum; Abstentions and Broker Non-Votes

A quorum of NuVasive stockholders is necessary to conduct business at the NuVasive Special Meeting. The presence, in person or by proxy of the holders of a majority of the shares of NuVasive Common Stock entitled to vote at the NuVasive Special Meeting will constitute a quorum. Shares of NuVasive Common Stock present at the NuVasive Special Meeting by virtual attendance via the NuVasive Special Meeting website or represented by proxy and entitled to vote, including shares for which a NuVasive stockholder directs an “abstention” from voting, will be counted for purposes of determining a quorum. However, because all of the proposals for consideration at the NuVasive Special Meeting are considered “non-routine” and “non-discretionary” matters, shares held in “street name” are not expected to be counted as present for the purpose of determining the existence of a quorum unless the NuVasive stockholder provides their bank, broker or other nominee with voting instructions for at least one of the proposals at the NuVasive Special Meeting. If a quorum is not present, the NuVasive Special Meeting will be adjourned or postponed until the holders of the number of shares of NuVasive Common Stock required to constitute a quorum attend.

 

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Under Nasdaq rules, banks, brokers or other nominees who hold shares in “street name” on behalf of the beneficial owner of such shares have the authority to vote such shares in their discretion on certain “routine” proposals when they have not received voting instructions from the beneficial owners. However, banks, brokers or other nominees are not allowed under NYSE rules, which also apple to Nasdaq-listed companies, to exercise their voting discretion with respect to matters that are “non-routine.” This can result in a “broker non-vote,” which occurs on a proposal when (i) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other “non-routine” proposals without instructions from the beneficial owner of the shares, and (ii) the beneficial owner fails to provide the bank, broker or other nominee with voting instructions on a “non-routine” matter. All of the proposals for consideration at the NuVasive Special Meeting are considered “non-routine” matters, and banks, brokers or other nominees will not have discretionary authority to vote on any matter before the NuVasive Special Meeting. As a result, NuVasive does not expect any broker non-votes at the NuVasive Special Meeting and if you hold your shares of NuVasive Common Stock in “street name,” your shares will not be represented and will not be voted on any matter unless you affirmatively instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instructions provided by your bank, broker or other nominee. It is therefore critical that you cast your vote by instructing your bank, broker or other nominee on how to vote. Brokers will not be able to vote on any of the proposals before the NuVasive Special Meeting unless they have received voting instructions from the beneficial owners.

Required Votes

The vote required to approve each of the proposals listed below assumes the presence of a quorum at the NuVasive Special Meeting. As described above, NuVasive does not expect there to be any broker non-votes at the NuVasive Special Meeting.

 

Proposal

  

Required Vote

  

Effects of Certain Actions

NuVasive Proposal 1: NuVasive Merger Proposal    Approval requires the affirmative vote of a majority of the outstanding shares of NuVasive Common Stock entitled to vote at the close of business on the NuVasive Record Date.    The failure to vote, the failure to instruct your brokerage firm, bank, dealer or other similar organization, trustee, or nominee to vote shares held in “street name” on the NuVasive Merger Proposal, an abstention from voting, or a broker non-vote, if any, will have the same effect as a vote “AGAINST” the NuVasive Merger Proposal.
NuVasive Proposal 2: NuVasive Compensation Proposal    Approval requires the affirmative vote of a majority of the shares of NuVasive Common Stock present or represented by proxy at the NuVasive Special Meeting and entitled to vote thereon    Any shares not present or represented by proxy (including due to the failure of a NuVasive stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions with respect to any proposals at the NuVasive Special Meeting to such bank, broker or other nominee) will have no effect on the outcome of the NuVasive Compensation

 

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Proposal

  

Required Vote

  

Effects of Certain Actions

      Proposal, provided that a quorum is otherwise present. An abstention by any shares present or represented by proxy on the NuVasive Compensation Proposal will have the same effect as a vote “AGAINST” the NuVasive Compensation Proposal. Broker non-votes, if any, will have no effect on the NuVasive Compensation Proposal
NuVasive Proposal 3: NuVasive Adjournment Proposal    Approval requires the affirmative vote of a majority of the shares of NuVasive Common Stock present or represented by proxy at the NuVasive Special Meeting and entitled to vote thereon    Any shares not present or represented by proxy (including due to the failure of a NuVasive stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions with respect to any proposals at the NuVasive Special Meeting to such bank, broker or other nominee) will have no effect on the outcome of the NuVasive Adjournment Proposal. An abstention by any shares present or represented by proxy on the NuVasive Adjournment Proposal will have the same effect as a vote “AGAINST” the NuVasive Adjournment Proposal. Broker non-votes, if any, will have no effect on the NuVasive Adjournment Proposal.

Vote of NuVasive Directors and Executive Officers

As of             , 2023, the NuVasive Record Date, NuVasive directors and executive officers beneficially owned and were entitled to vote in the aggregate shares of NuVasive Common Stock, which represented less than 1% of the NuVasive Common Stock issued and outstanding on the NuVasive Record Date.

NuVasive currently expects that all NuVasive directors and NuVasive executive officers will vote their shares “FOR” the NuVasive Merger Proposal, “FOR” the NuVasive Compensation Proposal and “FOR” the NuVasive Adjournment Proposal, although none of them has entered into any agreements obligating them to do so.

 

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Methods of Voting

Stockholders of Record

If you are a NuVasive stockholder of record, you may vote at the NuVasive Special Meeting by proxy through the internet, by telephone, by mail, or by virtually attending and voting at the NuVasive Special Meeting via the NuVasive Special Meeting website, as described below.

 

   

By Internet Before the Meeting: Go to the web address www.proxypush.com/NUVA and follow the instructions for internet voting as shown on the notice mailed to you. Your vote must be received by 11:59 p.m. Mountain Time on             , 2023 to be counted. If you vote via the internet, you do not need to return a proxy card by mail.

 

   

By Telephone: Dial (866) 217-7017 and follow the instructions for telephone voting shown on the proxy card mailed to you.

 

   

By Mail: If you received a proxy card in the mail, and you do not wish to vote via the internet or by telephone, you can complete, sign, date and mail the proxy card in the envelope provided. If you vote via the internet or by telephone, please do not mail your proxy card. If you vote by mail, your completed proxy card must be received prior to the NuVasive Special Meeting.

 

   

Virtually via the NuVasive Special Meeting Website: You may vote during the virtual meeting by following the instructions available on the NuVasive Special Meeting website at www.proxydocs.com/NUVA. To be admitted to the NuVasive Special Meeting, you must register by the Registration Deadline and provide the Control Number as described in the proxy card. After completion of your registration by the Registration Deadline, further instructions, including a unique link to access the NuVasive Special Meeting, will be emailed to you. We recommend you submit your vote by proxy prior to the date of the NuVasive Special Meeting even if you plan to attend the meeting virtually via the internet.

Unless revoked, all duly executed proxies representing shares of NuVasive Common Stock entitled to vote at the NuVasive Special Meeting will be voted at the NuVasive Special Meeting and, where a choice has been specified on the proxy card, will be voted in accordance with such specification. If you submit an executed proxy without providing instructions for any proposal, your shares will be voted “FOR” the NuVasive Merger Proposal, “FOR” the NuVasive Compensation Proposal and “FOR” the NuVasive Adjournment Proposal. NuVasive does not expect that any matter other than the proposals listed above will be brought before the NuVasive Special Meeting.

Beneficial (Street Name) Stockholders

If your shares of NuVasive Common Stock are held through a broker (typically referred to as being held in

“street name”), you will receive separate voting instructions from your broker. You must follow the voting instructions provided by your broker in order to instruct your broker on how to vote your shares. Stockholders who hold shares in street name should generally be able to vote by returning the voting instruction form to their broker or by telephone or via the internet. However, the availability of telephone or internet voting will depend on the voting process of your broker. If you hold shares in “street name” through a bank, broker or other nominee and intend to vote your shares online during the NuVasive Special Meeting, you must request and obtain a valid legal proxy from your bank, broker or other nominee and register to attend the NuVasive Special Meeting as a stockholder at www.proxydocs.com/NUVA. See the section titled “Stockholders of Record

Revocability of Proxies

If you are a stockholder of record, you may revoke your proxy at any time before it is voted at the NuVasive Special Meeting by: (a) providing new voting instructions by telephone or via the internet as described above; (b) delivering a proxy revocation or another duly executed proxy bearing a later date to the Secretary of NuVasive at NuVasive’s principal executive offices located at 12101 Airport Way, Broomfield, CO 80021; or

 

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(c) voting during the NuVasive Special Meeting by following the instructions available on the NuVasive Special Meeting website. Attendance at the NuVasive Special Meeting will not revoke a proxy unless you actually vote at the NuVasive Special Meeting. If you beneficially hold shares in street name, you must contact the broker or other nominee holding your shares and follow their instructions to change your vote or revoke your proxy.

Proxy Solicitation Costs

NuVasive is soliciting proxies on behalf of NuVasive and the NuVasive Board. NuVasive will bear the entire cost of soliciting proxies from NuVasive stockholders. Proxies may be solicited on behalf of NuVasive or the NuVasive Board by NuVasive directors, officers and other employees in person or by mail, telephone, facsimile, messenger, the internet or other means of communication, including electronic communication. NuVasive directors, officers and employees will not be paid any additional amounts for their services or solicitation in this regard.

NuVasive will request that banks, brokers and other nominee record holders send proxies and proxy material to the beneficial owners of NuVasive Common Stock and secure their voting instructions, if necessary. NuVasive may be required to reimburse those banks, brokers and other nominees on request for their reasonable expenses in taking those actions.

NuVasive has also retained Innisfree to assist in soliciting proxies and in communicating with NuVasive stockholders and estimates that it will pay Innisfree a fee of approximately $80,000, plus reimbursement for certain out-of-pocket fees and expenses. NuVasive also has agreed to indemnify Innisfree against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

Householding

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies. NuVasive has previously adopted householding for NuVasive stockholders of record. As a result, NuVasive stockholders with the same address and last name may receive only one copy of this joint proxy statement/prospectus. Registered NuVasive stockholders (those who hold shares of NuVasive Common Stock directly in their name with NuVasive’s transfer agent) may opt out of householding and receive a separate joint proxy statement/prospectus or other proxy materials by sending a written request to NuVasive at the address below.

Some brokers also household proxy materials, delivering a single proxy statement or notice to multiple NuVasive stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker.

If you reside at the same address as another NuVasive stockholder and wish to receive a separate copy of the applicable materials, you may do so by contacting the bank, broker or other holder of record, or NuVasive by telephone at: (858) 210-2129 or by mail to: 7475 Lusk Boulevard, San Diego, California 92121, Attn: Investor Relations Department. Upon written or oral request, we will promptly deliver a separate copy of the notice of the NuVasive Special Meeting and, if applicable, the proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these documents.

 

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Adjournments

If a quorum is present at the NuVasive Special Meeting but there are insufficient votes at the time of the NuVasive Special Meeting to approve the NuVasive Merger Proposal, then NuVasive stockholders may be asked to vote on the NuVasive Adjournment Proposal. If a quorum is not present, the holders of a majority of the shares present in person or represented by proxy at the meeting, may adjourn the NuVasive Special Meeting, from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. The NuVasive Special Meeting may also be adjourned to another place, if any, date or time, even if a quorum is present.

At any subsequent reconvening of the NuVasive Special Meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting and all proxies will be voted in the same manner as they would have been voted at the original convening of the NuVasive Special Meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

Assistance

If you need assistance voting or completing your proxy card, or if you have questions regarding the NuVasive Special Meeting, please contact Innisfree, NuVasive’s proxy solicitor for the NuVasive Special Meeting, at:

 

LOGO

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders may call toll free: (877) 456-3524

Banks and Brokers may call collect: (212) 750-5833

NUVASIVE STOCKHOLDERS SHOULD CAREFULLY READ THIS JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE MERGER AGREEMENT AND THE MERGER. IN PARTICULAR, NUVASIVE STOCKHOLDERS ARE DIRECTED TO THE MERGER AGREEMENT, WHICH IS ATTACHED AS ANNEX A HERETO.

 

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NUVASIVE PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

This joint proxy statement/prospectus is being furnished to you as a NuVasive stockholder in connection with the solicitation of proxies by the NuVasive Board for use at the NuVasive Special Meeting. At the NuVasive Special Meeting, NuVasive is asking NuVasive stockholders to consider and vote upon a proposal to adopt the Merger Agreement, pursuant to which Merger Sub will merge with and into NuVasive, with NuVasive continuing as the surviving corporation and as a wholly owned subsidiary of Globus. Upon completion of the Merger, each share of NuVasive Common Stock outstanding as of immediately prior to the Effective Time, other than shares of NuVasive Common Stock held in treasury or held or owned by NuVasive, Globus or Merger Sub, will be converted into the right to receive 0.75 fully paid and non-assessable shares of Globus Class A Common Stock (subject to adjustments in the event of any stock split or similar change to the number of shares of NuVasive Common Stock or Globus Class A Common Stock issued and outstanding prior to the Effective Time as a result of specified events, as specified in the Merger Agreement).

The NuVasive Board has carefully considered and unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of NuVasive and its stockholders.

Accordingly, the NuVasive Board unanimously recommends that NuVasive stockholders vote “FOR” the NuVasive Merger Proposal.

The Merger and a summary of the terms of the Merger Agreement are described in more detail under “The Merger” and “The Merger Agreement,” and NuVasive stockholders are encouraged to read the full text of the Merger Agreement, which is attached as Annex A hereto.

Assuming a quorum is present at the NuVasive Special Meeting, approval of the NuVasive Merger Proposal requires the affirmative vote of a majority of the outstanding shares of NuVasive Common Stock entitled to vote thereon at the close of business on the NuVasive Record Date. If a NuVasive stockholder fails to vote, fails to instruct its bank, broker or nominee to vote with respect to the NuVasive Merger Proposal or abstains from voting, it will have the same effect as a vote “AGAINST” the NuVasive Merger Proposal. Broker non-votes, if any, will have the same effect as a vote “AGAINST” the NuVasive Merger Proposal.

It is a condition to the completion of the Merger that NuVasive stockholders approve the NuVasive Merger Proposal.

THE NUVASIVE BOARD UNANIMOUSLY RECOMMENDS THAT NUVASIVE STOCKHOLDERS VOTE “FOR” THE NUVASIVE MERGER PROPOSAL

 

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NUVASIVE PROPOSAL 2: ADVISORY NON-BINDING VOTE ON MERGER-RELATED COMPENSATION FOR NAMED EXECUTIVE OFFICERS

As required by Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, NuVasive is required to provide its stockholders the opportunity to vote to approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to NuVasive’s named executive officers that is based on or otherwise relates to the Merger, as described in the section titled “Interests of NuVasive Directors and Executive Officers in the Merger—Quantification of Potential Payments and Benefits to NuVasive’s Named Executive Officers in Connection with the Merger—Golden Parachute Compensation,” including the footnotes to the table. Accordingly, NuVasive stockholders are being provided the opportunity to cast an advisory vote on such payments.

The NuVasive Board encourages you to review carefully the named executive officer Merger-related compensation information disclosed in this joint proxy statement/prospectus, and is asking NuVasive stockholders to vote “FOR” the adoption of the following resolution:

“RESOLVED, that the NuVasive stockholders hereby approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to NuVasive’s named executive officers that is based on or otherwise relates to the Merger as disclosed pursuant to Item 402(t) of Regulation S-K in the in the table in the section of this joint proxy statement/prospectus titled “Interests of NuVasive Directors and Executive Officers in the Merger—Quantification of Potential Payments and Benefits to NuVasive’s Named Executive Officers in Connection with the Merger—Golden Parachute Compensation,” including the footnotes to the table and the related narrative disclosures.”

The NuVasive Board unanimously recommends that NuVasive stockholders vote “FOR” the NuVasive Compensation Proposal.

The vote on the NuVasive Compensation Proposal is a vote separate and apart from the vote on the NuVasive Merger Proposal. Accordingly, you may vote to approve the Merger Agreement and vote not to approve the named executive officer Merger-related compensation proposal and vice versa. Because the vote on the NuVasive Compensation Proposal is advisory only, it will not be binding on either NuVasive or Globus. Accordingly, if the Merger Agreement is approved and the Merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of NuVasive stockholders.

Assuming a quorum is present at the NuVasive Special Meeting, approval of the NuVasive Compensation Proposal requires the affirmative vote of a majority of the shares of NuVasive Common Stock present, including by remote communication, or represented by proxy at the meeting and entitled to vote thereon. Any shares not present or represented by proxy (including due to the failure of a NuVasive stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions with respect to any proposals at the NuVasive Special Meeting to such bank, broker or other nominee) will have no effect on the outcome of the NuVasive Compensation Proposal, provided that a quorum is otherwise present. An abstention by any shares present or represented by proxy to vote on the NuVasive Compensation Proposal will have the same effect as a vote “AGAINST” the NuVasive Compensation Proposal. Broker non-votes, if any, will have no effect on the NuVasive Compensation Proposal.

THE NUVASIVE BOARD UNANIMOUSLY RECOMMENDS THAT NUVASIVE STOCKHOLDERS VOTE “FOR” THE NUVASIVE COMPENSATION PROPOSAL.

 

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NUVASIVE PROPOSAL 3: ADJOURNMENT OF THE NUVASIVE SPECIAL MEETING

The NuVasive Special Meeting may be adjourned to another time and place if necessary or appropriate in order to permit the solicitation of additional proxies if there are insufficient votes to approve the NuVasive Merger Proposal. Any determination of whether it is necessary to adjourn the NuVasive Special Meeting (or any adjournment or postponement thereof) to solicit additional proxies will be made solely by NuVasive.

NuVasive is asking NuVasive stockholders to authorize the holder of any proxy solicited by the NuVasive Board to vote in favor of any adjournment of the NuVasive Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the NuVasive Merger Proposal.

Approval of the NuVasive Adjournment Proposal is not a condition to the obligation of either Globus or NuVasive to complete the Merger.

The NuVasive Board unanimously recommends that NuVasive stockholders vote “FOR” the NuVasive Adjournment Proposal.

Approval of the NuVasive Adjournment Proposal requires the affirmative vote of a majority of the shares of NuVasive Common Stock present, including by remote communication, or represented by proxy at the meeting and entitled to vote thereon. Any shares not present or represented by proxy (including due to the failure of a NuVasive stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions with respect to any proposals at the NuVasive Special Meeting to such bank, broker or other nominee) will have no effect on the outcome of the NuVasive Adjournment Proposal. An abstention by any shares present or represented by proxy on the NuVasive Adjournment Proposal will have the same effect as a vote “AGAINST” the NuVasive Adjournment Proposal. Broker non-votes, if any, will have no effect on the NuVasive Adjournment Proposal.

THE NUVASIVE BOARD UNANIMOUSLY RECOMMENDS THAT NUVASIVE STOCKHOLDERS VOTE “FOR” THE NUVASIVE ADJOURNMENT PROPOSAL.

 

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THE MERGER

The following is a description of material aspects of the Merger. While Globus and NuVasive believe that the following description covers the material terms of the Merger, the description may not contain all of the information that is important to you. You are encouraged to read carefully this entire joint proxy statement/prospectus, including the text of the Merger Agreement attached as Annex A hereto, for a more complete understanding of the Merger. In addition, important business and financial information about each of Globus and NuVasive is contained or incorporated by reference in this joint proxy statement/prospectus. For more information, see “Where You Can Find More Information.”

General

Globus, Merger Sub and NuVasive have entered into the Merger Agreement, which provides for the acquisition of NuVasive by Globus through a merger of Merger Sub with and into NuVasive (which we refer to as the “Merger”), with NuVasive continuing as the surviving corporation and as a wholly owned subsidiary of Globus. If the Merger is completed, NuVasive Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act, following which NuVasive will no longer be required to file periodic reports with the SEC with respect to NuVasive Common Stock.

The Parties to the Merger

Globus Medical, Inc.

Globus, headquartered in Audubon, Pennsylvania, is a medical device company that develops and commercializes healthcare solutions whose mission is to improve the quality of life of patients with musculoskeletal disorders. Founded in 2003, Globus is committed to medical device innovation and delivering exceptional service to hospitals, ambulatory surgery centers and physicians to advance patient care and improve efficiency. Since inception, Globus has listened to the voice of the surgeon to develop practical solutions and products to help surgeons effectively treat patients and improve lives.

Globus is an engineering-driven company with a history of rapidly developing and commercializing advanced products and procedures to address treatment challenges. With over 230 product launches across 54 countries worldwide, Globus offers a comprehensive portfolio of innovative and differentiated technologies that are used to treat a variety of musculoskeletal conditions. Globus’s principal offices are located at Valley Forge Business Center, 2560 General Armistead Avenue, Audubon, Pennsylvania 19403, and its telephone number is (610) 930-1800.

NuVasive, Inc.

NuVasive is a global medical technology company focused on developing, manufacturing, selling and providing procedural solutions for spine surgery, with a guiding purpose to transform surgery, advance care and change lives. NuVasive offers a comprehensive portfolio of procedurally integrated spine surgery solutions, including surgical access instruments, spinal implants, fixation systems, biologics, and enabling technologies, as well as systems and services for intraoperative neuromonitoring. In addition, NuVasive develops and sells magnetically adjustable implant systems for spine and specialized orthopedic procedures. NuVasive’s principal executive offices are located at 12101 Airport Way, Broomfield, Colorado 80021, and its telephone number is (800) 455-1476.

Zebra Merger Sub, Inc.

Merger Sub was formed by Globus for the sole purpose of effecting the Merger. Merger Sub has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in the

 

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Merger Agreement. By operation of the Merger, Merger Sub will be merged with and into NuVasive, with NuVasive continuing as the surviving corporation and as a wholly owned subsidiary of Globus, and the separate existence of Merger Sub will cease. Merger Sub’s principal executive offices are located at Valley Forge Business Center, 2560 General Armistead Avenue, Audubon, Pennsylvania 19403, and its telephone number is (610) 930-1800.

Merger Consideration

If the Merger is completed, each outstanding share of NuVasive Common Stock, other than treasury shares and shares held or owned by NuVasive, Globus or Merger Sub, will be converted into the right to receive 0.75 fully paid and non-assessable shares of Globus Class A Common Stock (subject to adjustments in the event of any stock split or similar change to the number of shares of NuVasive Common Stock or Globus Class A Common Stock issued and outstanding prior to the Effective Time as a result of specified events, as specified in the Merger Agreement). Based on the closing price of Globus Class A Common Stock on NYSE of $59.34 on March 3, 2023, the latest practicable trading day prior to the date of the accompanying joint proxy statement/prospectus, the implied value of the consideration payable to NuVasive stockholders in the Merger was approximately $44.51 per share of NuVasive Common Stock. The market price of shares of Globus Class A Common Stock that NuVasive stockholders receive at the time the Merger is completed could be greater than, less than or the same as the market price of shares of Globus Class A Common Stock on the date of this joint proxy statement/prospectus or on the date of the Globus Special Meeting or the NuVasive Special Meeting. Accordingly, you should obtain current market quotations for Globus Class A Common Stock and NuVasive Common Stock before deciding how to vote on the proposals, including the Globus Share Issuance Proposal and the NuVasive Merger Proposal, as applicable. Globus Class A Common Stock and NuVasive Common Stock are traded on NYSE and Nasdaq, under the symbols “GMED” and “NUVA,” respectively. Shares of Globus Class A Common Stock will continue trading on NYSE under the symbol “GMED” after completion of the Merger.

Background of the Merger

The NuVasive Board regularly evaluates NuVasive’s strategic direction and ongoing business plans with a view towards strengthening NuVasive’s business and enhancing stockholder value. As part of this evaluation, the NuVasive Board has, from time to time, considered a variety of strategic alternatives. These have included, among others, (1) the continuation of, and potential improvements to, NuVasive’s current business plan with NuVasive remaining an independent entity; (2) capital allocation initiatives; (3) potential expansion opportunities through acquisitions, partnerships or other commercial relationships; and (4) business combinations and other financial and strategic alternatives, including the sale of some or all of NuVasive.

Globus management and the Globus Board regularly evaluate the strategic opportunities available to Globus with a view towards strengthening Globus’s business, performance, industry positioning and prospects and enhancing stockholder value. As part of its ongoing evaluation, Globus has evaluated and considered from time to time various potential strategic transactions, including potential mergers with or acquisitions of other participants in the medical device industry. In January of 2021, the Globus Board contacted Goldman Sachs to evaluate potential acquisition targets in the medical device industry.

As active participants in the spine and orthopedics industry, NuVasive and Globus are well known to each other. From time to time, members of NuVasive management have met with members of Globus management to discuss their industry and their respective businesses. At various points in the past, NuVasive and Globus discussed consolidation in their industry and the potential for a business combination transaction between NuVasive and Globus. These discussions were general in nature and did not advance beyond preliminary, exploratory conversations.

On September 24, 2021, at the request of Mr. David C. Paul, Executive Chairman of Globus, an in-person meeting was held to discuss the possibility of a business combination between NuVasive and Globus. Present at that meeting were Mr. Paul, Dave Demski, who was then the Chief Executive Officer of Globus, Daniel Wolterman, Chairman of the NuVasive Board, and Christopher Barry, the Chief Executive Officer of NuVasive.

 

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On October 1, 2021, the Globus Board held a meeting to discuss the opportunity with NuVasive, including the strategic rationale for the combination, the relevant financial analysis, and the potential terms of a non-binding letter of intent.

On October 8, 2021, Globus sent a non-binding letter of intent (the “October 2021 Letter”), which proposed to combine NuVasive and Globus in an-all stock transaction. Among other terms, the October 2021 Letter offered consideration of 0.90 shares of Globus Class A Common Stock for each share of NuVasive Common Stock. On October 8, 2021, the closing price of NuVasive Common Stock was $58.03 and the closing price of Globus Class A Common Stock was $76.07, reflecting an implied premium for NuVasive Common Stock of 18%.

Following receipt of the October 2021 Letter, NuVasive contacted BofA Securities and Wachtell, Lipton, Rosen & Katz (“Wachtell”) to discuss and assess the risks and merits of the transaction proposed by the October 2021 Letter. BofA Securities and Wachtell had previously provided advisory services to NuVasive with respect to potential strategic transactions.

Shortly after NuVasive’s receipt of the October 2021 Letter, Wachtell provided a draft mutual confidentiality agreement to facilitate discussions and the disclosure of information between NuVasive and Globus, and following negotiations and certain revisions thereof, NuVasive and Globus entered into the mutual confidentiality agreement on October 22, 2021. The confidentiality agreement did not contain a standstill restriction on Globus. At that time, and thereafter during the course of discussions between Globus and NuVasive until they entered into the Merger Agreement, no third parties were subject to a standstill with NuVasive restricting them from making an acquisition proposal to NuVasive.

On November 1, 2021, the NuVasive Board held its regularly-scheduled quarterly meeting. The agenda for the November meeting included a session focused on the industry and competitive landscape, a strategy review and a discussion of NuVasive’s long-range business plan, and was updated to include consideration of the October 2021 Letter. At the meeting, representatives from BofA Securities presented an overview of various strategic alternatives and considerations for NuVasive, including with respect to the potential transaction with Globus contemplated by the October 2021 Letter. In addition, representatives from Wachtell discussed the directors’ fiduciary duties in the context of considering the potential transaction with Globus and various considerations that should be included in the NuVasive Board’s decision-making process. The NuVasive Board discussed NuVasive’s standalone strategy, as well as the potential risks and merits of a transaction with Globus and the potential value creation for NuVasive stockholders from such a transaction relative to NuVasive’s long-range business plan. Following discussion, the NuVasive Board directed management to request a meeting between representatives of Goldman Sachs, financial advisor to Globus, and BofA Securities, financial advisor to NuVasive, to engage in discussions regarding potential risks and opportunities for a potential transaction.

On or about November 15, 2021, there were reports in the media that NuVasive and Globus were considering a potential transaction. These reports led to stock price volatility, as well as disruption impacting the companies’ respective employees and other stakeholders. Given the very early stages of discussions between the parties, and the fact that no diligence information had yet been shared, Globus and NuVasive agreed on November 16, 2021 that engaging in more substantive interactions would lead to further unwanted disruption at that time. Therefore, the parties decided to cease further discussions with respect to a potential transaction and to pursue their standalone strategies instead.

From the end of November 2021 through early October 2022, there were occasional communications between the parties, including communications about industry trends and developments, as well as industry consolidation, but no substantive discussions regarding a possible strategic transaction.

On April 21, 2022, Mr. Demski resigned as Chief Executive Officer of Globus, and Mr. Daniel Scavilla was appointed as the Chief Executive Officer of Globus.

 

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On October 19, 2022, Mr. Paul called Mr. Wolterman to inquire if NuVasive would be open to receiving an indication of interest for a potential transaction with Globus. Mr. Wolterman responded to Mr. Paul that NuVasive would give due consideration to an indication of interest.

On November 1, 2022, the Globus Board held a meeting with members of Globus management in attendance to discuss the opportunity with NuVasive including the strategic rationale, financial analysis, and terms of a non-binding letter of intent. The Globus Board recommended that Globus provide NuVasive with a non-binding letter of intent reflecting the same terms as those in the October 2021 Letter, other than decreasing the exchange ratio based on the current relative value of NuVasive Common Stock to Globus Class A Common stock.

On November 1, 2022, Mr. Paul sent Mr. Wolterman a preliminary, non-binding indication of interest (the “November 1 Letter”) setting forth certain terms under which Globus proposed to acquire NuVasive. The November 1 Letter offered consideration of 0.80 shares of Globus Class A Common Stock for each share of NuVasive Common Stock. On November 1, 2022, the closing price of NuVasive Common Stock was $44.71 and the closing price of Globus Class A Common Stock was $66.92, reflecting an implied premium for NuVasive Common Stock of 20%. The November 1 Letter also provided for the expansion of the Globus Board to include up to 4 members of the NuVasive Board, a 60-day exclusivity period for negotiations between NuVasive and Globus and a $120 million termination fee that would be payable by NuVasive in the event the parties entered into a definitive agreement and NuVasive subsequently decided not to consummate the transaction.

On November 2, 2022, the NuVasive Board held its regularly-scheduled quarterly meeting. The agenda for the meeting included a session focused on the industry and competitive landscape, a strategy review and a discussion of NuVasive’s long-range business plan, and was updated to include consideration of the November 1 Letter. Mr. Wolterman provided an overview of his communications with Mr. Paul, and members of management provided their perspective on the merits and risks of engaging in further discussions with Globus. Following discussion, the NuVasive Board directed management to engage with Globus to assess the potential opportunity afforded by a transaction, but to reject Globus’s request for exclusivity (and, at no point prior to the signing of the merger agreement did NuVasive agree to such exclusivity). Thereafter, on November 3, 2022, Messrs. Wolterman, Paul, Barry and Scavilla engaged in communications about a potential transaction, and Messrs. Wolterman and Barry provided feedback from the NuVasive Board on the November 1 Letter to Messrs. Paul and Scavilla.

During the course of the negotiations with Globus following NuVasive’s receipt of the November 1 Letter, members of NuVasive management provided updates via email to the NuVasive Board regarding the terms proposed by Globus as well as ongoing communications between the parties.

During the period between November 1, 2022 and November 15, 2022, the gap between the stock price of Globus Class A Common Stock and the stock price of NuVasive Common Stock generally continued to increase. The closing price of Globus Class A Common Stock increased approximately 7.3% during such period, whereas the closing price of NuVasive Common Stock decreased by approximately 16.6% in the same period.

On November 14, 2022, Messrs. Wolterman and Paul discussed various matters pertaining to Globus’s intent to submit a revised indication of interest.

On the morning of November 16, 2022, Mr. Paul sent a revised preliminary, non-binding indication of interest dated November 15, 2022 (the “November 15 Letter”) to Mr. Wolterman, which proposed an exchange ratio of 0.72 shares of Globus Class A Common Stock for each share of NuVasive Common Stock. On November 16, 2022, the closing price of NuVasive Common Stock was $36.42 and the closing price of Globus Class A Common Stock was $70.40, reflecting an implied premium for NuVasive Common Stock of 39%. The November 15 Letter also provided for the expansion of the Globus Board to include up to 2 members of the NuVasive Board, and a 60-day exclusivity period for negotiations between NuVasive and Globus. The

 

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November 15 Letter also proposed that if the parties executed a definitive agreement and a party subsequently decided not to consummate the transaction, the terminating party would pay the other party a termination fee of $120 million. Thereafter, on November 16, 2022, Mr. Paul called Mr. Wolterman to discuss the terms of this revised proposal. Among other things, Mr. Paul indicated that the recent stock price decline of NuVasive Common Stock and the stock price increase of Globus Class A Common Stock had impacted Globus’s perspective on the exchange ratio.

On November 18, 2022, Mr. Wolterman indicated to Mr. Paul that, in light of the macro-economic environment and continued stock price volatility, NuVasive would be pausing discussions to focus on other initiatives that were underway but that he was open to reconnecting later with Mr. Paul.

On November 28, 2022, Messrs. Wolterman and Barry met in person with Messrs. Paul and Scavilla. At that meeting, the parties discussed the merits of a merger between NuVasive and Globus, including potential synergies that could be achieved from the merger. Messrs. Wolterman and Barry also indicated to Messrs. Paul and Scavilla that the exchange ratio proposed in the November 15 Letter undervalued NuVasive and was thus not acceptable to NuVasive.

Thereafter, on December 2, 2022, Messrs. Wolterman and Paul engaged in further discussions regarding the relative stock prices of NuVasive and Globus and the exchange ratio for the potential merger, as well as the possibility that Globus would submit a revised indication of interest.

On December 5, 2022, the NuVasive Board met with members of NuVasive management regarding various strategic initiatives underway, and Mr. Wolterman noted that Globus and NuVasive were continuing to discuss the possibility of a merger. At the meeting, the NuVasive Board authorized management to direct BofA Securities to engage in valuation discussions with Globus’s financial advisor.

Thereafter, representatives of BofA Securities had calls with representatives of Goldman Sachs, financial advisor to Globus, in which they discussed, among other things, the exchange ratio for the potential merger.

On December 8, 2022, the Globus Board held a regularly scheduled meeting, with members of Globus management in attendance, at which it discussed the status of the negotiations for the potential merger with NuVasive and the terms of the November 15 Letter. Following such discussion, the Globus Board recommended to increase the proposed exchange ratio to 0.75 shares of Globus Class A Common Stock for each share of NuVasive Common Stock.

On December 16, 2022, Mr. Paul sent a further revised preliminary, non-binding indication of interest (the “December 16 Letter”) to Mr. Wolterman. The December 16 Letter offered a revised exchange ratio of 0.75 shares of Globus Class A Common Stock for each share of NuVasive Common Stock, but otherwise proposed substantially the same terms for a transaction as the November 15 Letter. On December 16, 2022, the closing price of NuVasive Common Stock was $40.38 and the closing price of Globus Class A Common Stock was $71.63, reflecting an implied premium for NuVasive Common Stock of 33%.

On December 17, 2022, the NuVasive Board met with members of NuVasive management and representatives of BofA Securities. Representatives of BofA Securities reviewed with the NuVasive Board BofA Securities’s preliminary financial analysis of the exchange ratio proposed to be received by NuVasive stockholders in the merger, and members of NuVasive management provided the NuVasive Board with their initial views of possible synergies from a combination of NuVasive and Globus. In addition, the NuVasive Board considered risks and opportunities relating to NuVasive’s strategic plan, including the expected value creation opportunity from continued execution of NuVasive’s standalone strategy. The NuVasive Board also discussed various considerations involved in soliciting indications of interest from other third parties for a potential transaction with NuVasive, including whether a higher value could be obtained for NuVasive stockholders from a third party and whether increased competition could result in more attractive pricing or other terms for

 

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NuVasive from Globus, as well as potential risks and disruption that could occur from exploratory outreaches and potential market rumors that may result, and a potential adverse reaction from Globus that could negatively impact its willingness to continue pursuing a transaction with NuVasive. Following discussions with NuVasive management and representatives of BofA Securities, the NuVasive Board was of the view that there was unlikely to be a third party who would be able or willing to provide greater value for NuVasive stockholders as compared to the exchange ratio proposed by Globus in the December 16 Letter, and accordingly authorized NuVasive management to continue exploratory discussions with Globus, to work with BofA Securities and Wachtell and to concurrently commence a mutual diligence process.

Also in conjunction with the December 17, 2022 meeting of the NuVasive Board, the NuVasive Board was provided with certain information from BofA Securities regarding any material relationships between BofA Securities and Globus during the preceding two-year period as well as information regarding certain bond hedge and warrant arrangements that certain BofA Securities affiliates, acting as principals for their own accounts, had entered into with NuVasive in connection with NuVasive’s 1.00% convertible senior notes due 2023 (collectively, the Call Spread Transactions, as defined and described further in the section of this joint proxy statement/prospectus titled “The Merger  — Opinion of NuVasive’s Financial Advisor  — Call Spread Transactions”). Given that the conversion price for the convertible notes was well in excess of the closing price of NuVasive Common Stock on December 16, 2022, NuVasive management was of the view that the conversion right was unlikely to be exercised by noteholders and, accordingly, BofA Securities’ potential obligations pursuant to the hedging arrangements were immaterial.

On December 19, 2022, Mr. Wolterman called Mr. Paul to indicate NuVasive’s desire to move forward with mutual diligence and that NuVasive was prepared to accept the exchange ratio proposed in the December 16 Letter but that the proposed termination fees and request for exclusivity were not acceptable to NuVasive and that NuVasive desired a number of directors on the board of the combined company that would be proportionate to the ownership percentage of NuVasive stockholders in the combined company.

On December 21, 2022, the Globus Board held a meeting to discuss Mr. Paul’s December 19th call with Mr. Wolterman, the terms of the December 16 Letter, including the amount of the termination fee and the number of NuVasive Board members that could be appointed to serve on the Globus Board post-merger. Following such discussion, the Globus Board authorized Globus management to propose to NuVasive that Globus was willing to add an additional NuVasive director to the Globus Board following the merger (for a total of up to three NuVasive directors) and recommended that Mr. Paul reiterate Globus’s desire for a $120 million mutual termination fee if the merger agreement between the parties was terminated under certain circumstances.

On December 21, 2022, Mr. Paul stated in a call with Mr. Wolterman that Globus was willing to expand the Globus Board to eleven directors in order to allow three NuVasive directors to join the Globus Board at the closing of the proposed transaction, but reiterated Globus’s view that the proposed transaction should have a mutual termination fee of $120 million.

On December 22 and December 23, 2022, Messrs. Barry and Scavilla held calls in which they discussed, among other things, the need for speed and certainty of closing in the event that NuVasive and Globus agreed to move forward with a transaction.

On December 23, 2022, representatives of BofA Securities and Goldman Sachs had a call to discuss the proposed transaction, including the timeline and diligence process. Following the call, representatives of Goldman Sachs sent an initial diligence request list from Globus to representatives of BofA Securities.

Between December 23, 2022 and January 1, 2023, there were several calls between NuVasive management and Globus management to discuss diligence matters, including with respect to an assessment of potential synergies and risks for a combined company. During this period, Messrs. Wolterman, Paul, Barry and Scavilla continued to engage in communications regarding transaction terms, including Globus’s request for exclusivity (which Messrs. Wolterman and Barry continued to reject), as well as termination rights and termination fees.

 

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On December 29, 2022, certain members of NuVasive management, including Mr. Barry, held an in-person meeting with certain members of Globus management to discuss, among other things, the complementarity of NuVasive’s and Globus’s commercial sales.    

Also on December 29, 2022, representatives of Wachtell held a call with representatives of Troutman Pepper Hamilton Sanders LLP, legal counsel to Globus (“Troutman”), to discuss certain terms of the proposed transaction. In addition, representatives of BofA Securities sent representatives of Goldman Sachs an initial reverse diligence list from NuVasive.

On December 30, 2022, NuVasive provided access to Globus, Troutman and Goldman Sachs to a virtual data room containing certain documents responsive to Globus’s diligence requests.

On December 30, 2022, representatives of Troutman sent an initial draft of the merger agreement to representatives of Wachtell. Among other things, the draft merger agreement provided that Globus would not be required to commit to any remedy to obtain any required regulatory approvals, an end date (at which either party could unilaterally terminate the merger agreement) of six months after the merger agreement was signed, non- solicitation restrictions prohibiting NuVasive from soliciting or engaging in discussions with competing bidders, and a termination fee of $120 million that was payable by NuVasive under certain circumstances, including if NuVasive terminated the merger agreement to enter into a superior proposal. The draft agreement also provided that the NuVasive Board could only change its recommendation to be adverse to a transaction with Globus in the event that NuVasive received a superior proposal.

On January 4, 2023, Globus provided access to representatives of NuVasive, Wachtell and BofA Securities to a virtual data room. In addition, Messrs. Wolterman and Paul discussed certain matters relating to the proposed transaction, including the mutual diligence being conducted by the parties.

During the period from December 30, 2022 through February 6, 2023, representatives and advisors of NuVasive and Globus reviewed diligence materials provided by the other party and engaged in business and legal due diligence discussions with representatives and advisors of the other party, and submitted a number of requests for additional due diligence information. The mutual diligence focused on, among other things, complementarity of the parties’ commercial sales, assessing potential synergies and risks for the combined company, legal and compliance matters, human resources matters, finance and accounting matters, and long range business plans.

On January 5, 2023, representatives of Wachtell had a call with representatives of Troutman to discuss the terms of the draft merger agreement, including with respect to a voting commitment to be provided by Mr. Paul, Globus’s regulatory efforts commitment, the non-solicitation restrictions on NuVasive and termination fees proposed by Globus. Also on January 5, 2023, representatives of BofA Securities had a call with representatives of Goldman Sachs to discuss certain of these matters.

On January 5 and 6, 2023, there were multiple calls between NuVasive management and Globus management, with representatives of BofA Securities and Goldman Sachs in attendance for some of these calls, to facilitate Globus’s due diligence review of NuVasive.

On January 6, 2023, representatives of Wachtell sent a revised draft of the merger agreement to representatives of Troutman which, among other things, required Globus to commit to any remedies that may be required to obtain regulatory approvals, proposed an end date of nine months (subject to two three-month extensions), eliminated or reduced the amount of the termination fee payable by NuVasive to 3% of transaction equity value in certain termination scenarios, contained a go-shop provision permitting NuVasive to solicit competing bids for a period of 45 days following the signing of the merger agreement (the “go-shop period”) and pay a reduced termination fee of 1% of transaction equity value to Globus if NuVasive terminated the agreement in response to a superior proposal from a bidder that emerged during the go-shop period, proposed a

 

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termination fee that would be payable by Globus in certain termination scenarios, and permitted the NuVasive Board to change its recommendation for the transaction in response to certain unforeseen material intervening events.

On January 9, 2023, Goldman Sachs delivered a disclosure letter describing certain of Goldman Sachs’ investment banking relationships with NuVasive. The Globus Board reviewed and noted such disclosures, and determined that they were not material.

On January 9, 2023, representatives of Goldman Sachs shared with representatives of BofA Securities certain preliminary prospective financial information prepared by Globus management relating to Globus’s five year business plan (the “Preliminary Globus Standalone Projections”). For more information, see the section of this joint proxy statement/prospectus titled “The Merger  — Certain Globus Unaudited Prospective Financial Information”.

Also on January 9, 2023, Messrs. Wolterman and Paul held a call to discuss certain matters relating to the transaction, including the progress being made by the parties in their diligence and negotiation of definitive documents.

On January 10, 2023, representatives of Wachtell sent a draft of the voting agreement to Troutman, which, among other things, required Mr. Paul and certain of his affiliates to vote in favor of the transaction at the Globus Special Meeting.

On January 11, 2023, representatives of BofA Securities shared certain preliminary prospective financial information prepared by NuVasive management relating to NuVasive’s five year business plan with representatives of Goldman Sachs (the “NuVasive Standalone Projections”). The NuVasive Standalone Projections were based on NuVasive’s long range business plan for fiscal years 2023 through 2027, which had been prepared in the ordinary course and reviewed by the NuVasive Board at its November 2, 2022 meeting. For more information, see the section of this joint proxy statement/prospectus titled “The Merger Proposal — Certain NuVasive Unaudited Prospective Financial Information”.

On January 14, 2023, representatives of Troutman sent a revised draft of the merger agreement to representatives of Wachtell. In the revised draft, Globus (i) indicated that Mr. Paul was not willing to sign a voting agreement, (ii) rejected the go-shop provision and the requirement for Globus to pay a termination fee in certain termination scenarios, (iii) reverted to a break-fee of $120 million payable by NuVasive in certain termination scenarios and a payment of up to $5 million if the termination was due to the failure of the merger to be approved by the NuVasive stockholders, (iv) provided that Globus was not required to agree to any remedies to obtain any required regulatory approvals, (v) proposed an end date that was six months after signing (with one three-month extension), and (vi) removed the ability of the NuVasive Board to change its recommendation to NuVasive stockholders in response to an unforeseen material intervening event.

The following day, representatives of NuVasive, Wachtell and BofA Securities held a call with representatives of Globus, Troutman and Goldman Sachs to discuss certain terms of the merger agreement, including those described in the paragraph above and then representatives of Wachtell sent a draft of NuVasive’s disclosure schedules to the merger agreement to representatives of Troutman.

On January 16 and 17, 2023, Mr. Wolterman had calls with Mr. Paul, and representatives of BofA Securities had calls with representatives of Goldman Sachs, to further discuss certain transaction terms, including those relating to the go-shop provision, the regulatory commitment from Globus and the voting commitment from Mr. Paul, who together with the other Supporting Stockholder and certain of his affiliates controls approximately 74% of the voting power of the issued and outstanding Globus Common Stock.

On January 17, 2023, the NuVasive Board met with members of NuVasive management and representatives of BofA Securities and Wachtell in attendance. At the meeting, members of NuVasive management provided the

 

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NuVasive Board with an update on the status of the merger agreement negotiations and an overview of the mutual diligence process being conducted by the parties. In addition, NuVasive management reviewed with the NuVasive Board certain terms proposed by BofA Securities for its engagement as NuVasive’s financial advisor in connection with the potential merger, as well as the disclosure letter that BofA Securities had previously provided in December 2022 for the NuVasive Board’s review. Following discussion, the NuVasive Board concluded that there were no material conflicts that would preclude BofA Securities from continuing to advise NuVasive with respect to the potential transaction with Globus, and authorized NuVasive management to negotiate and enter into an engagement letter with BofA Securities.

On January 17 and 18, 2023, there were multiple calls between NuVasive management and Globus management, with representatives of BofA Securities and Goldman Sachs in attendance for some of these calls, to facilitate NuVasive’s due diligence review of Globus. On January 18, 2023, representatives of BofA Securities had a call with representatives of Goldman Sachs to discuss certain terms of the proposed transaction.

On January 18, 2023, Mr. Barry had an in-person meeting with Messrs. Paul and Scavilla in which they engaged in further discussions regarding certain transaction terms. In particular, they reached an agreement in principle on Globus’s regulatory efforts commitment and for NuVasive to have the benefit of a “window-shop” provision, pursuant to which NuVasive would pay a reduced termination fee to Globus if it terminated the merger agreement in response to a superior proposal from a competing bidder that emerged within a specified “window-shop” period after signing. They agreed that Mr. Paul would revert on the voting commitment after a discussion with the Globus Board.

On January 18, 2023, Mr. Paul updated the Globus Board via email as to the status of negotiations with NuVasive management, including with respect to provisions in the merger agreement concerning a proposed end date of eight months after signing (with the possibility of two two-month extensions if necessary to obtain regulatory approval), the proposed “window-shop” period, whether to decrease the proposed termination fees, the interim operating covenants and Mr. Paul’s voting agreement with respect to the Share Issuance.    

On January 18, 2023, the NuVasive Board met, with members of NuVasive management and representatives of BofA Securities and Wachtell in attendance. Members of NuVasive management provided the NuVasive Board with an update on the status of negotiations with Globus. In addition, representatives from Wachtell discussed the directors’ fiduciary duties in the context of considering the potential transaction with Globus and various considerations that should be included in the NuVasive Board’s decision-making process, and also discussed required regulatory approvals and various other aspects of the potential transaction. At this meeting and in other meetings throughout the NuVasive Board’s consideration of the potential transaction with Globus, the NuVasive Board met in executive session with only non-employee directors in attendance.

On January 19, 2023, Mr. Barry and other members of NuVasive management held additional in-person meetings with members of Globus management. The meetings focused on certain remaining diligence matters as well as communications planning efforts.

During this time, in connection with the transfer of certain attorneys from Troutman to Goodwin Procter LLP (“Goodwin”), Goodwin assumed the role of legal counsel to Globus with respect to the proposed transaction.

On January 19, 2023, representatives of Wachtell sent a revised draft of the merger agreement to representatives of Troutman and Goodwin, which included, among other things, a window-shop provision, an end date of eight months after signing (with the possibility of two two-month extensions if necessary to obtain regulatory approval), a requirement for Globus to agree to remedies to obtain the required regulatory approvals (subject to a cap), a break-fee payable by NuVasive equal to 3% of transaction equity value in certain termination scenarios, no termination fee payable by NuVasive in the event that NuVasive

 

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stockholders failed to approve the merger, and a termination fee payable by Globus if the merger agreement was terminated due to failure to obtain required regulatory approvals.

On January 19, 2023, the NuVasive Board met with members of NuVasive management and representatives of BofA Securities and Wachtell in attendance. At the meeting, members of NuVasive management updated the NuVasive Board regarding ongoing negotiations with Globus, NuVasive’s diligence efforts and findings, potential synergies, opportunities and risks from the transaction, and Globus’s long-range business plan and financial profile, including the Preliminary Globus Standalone Projections.

On January 21, 2023, a representative of Troutman sent representatives of Wachtell an email (the “January 21 Email”) outlining Globus’s position on certain terms that were still under negotiation between the parties. The response indicated that Mr. Paul was amenable to signing a voting agreement that would require him to vote his shares in accordance with the recommendation of the Globus Board as of the time of the Globus Special Meeting. In addition, Globus indicated that NuVasive’s proposed construct of an outside date of eight months with the possibility of two two-month extensions was acceptable, but rejected any obligation for Globus to pay NuVasive a regulatory termination fee in the event that the merger agreement was terminated as a result of the failure to obtain regulatory approval, as well as certain terms of the regulatory efforts commitment that NuVasive was seeking from Globus. The January 21 Email also proposed certain limitations on the parties’ ability to terminate the merger agreement in order to accept a superior proposal. Thereafter, representatives of BofA Securities had a call with representatives of Goldman Sachs and on January 22, 2023, Messrs. Wolterman and Barry held a call with Messrs. Paul and Scavilla to discuss the terms outlined in the January 21 Email.

On January 22, 2023, the NuVasive Board met, with members of NuVasive management and representatives of BofA Securities and Wachtell in attendance. The NuVasive Board discussed various transaction terms with NuVasive’s management and representatives of BofA Securities and Wachtell, including terms relating to NuVasive’s ability to accept a superior proposal, the window-shop provision and reduced termination fee payable if NuVasive pursues a superior transaction with a qualifying bidder, termination fees payable in certain termination scenarios, regulatory matters and the voting commitment from Mr. Paul. The NuVasive Board directed NuVasive management to continue to negotiate with Globus with a view to reaching acceptable positions consistent with those discussed at the meeting.

On January 23 and 24, 2023, in separate calls, Messrs. Wolterman and Paul and representatives of BofA Securities and Goldman Sachs engaged in further discussion regarding transaction terms. In his conversation with Mr. Paul, Mr. Wolterman sought certain clarifications and modifications to expand NuVasive’s “fiduciary out” rights to terminate the merger agreement in response to a superior proposal, reduce the termination fees proposed by Globus, strengthen the regulatory commitment from Globus and enhance the voting commitment from Mr. Paul.

On January 25, 2023, Mr. Paul sent Mr. Wolterman an email outlining certain details about the voting commitment he was willing to provide, the termination fees payable by NuVasive and Globus under various termination scenarios and potential options with respect to Globus’s regulatory commitment. He also indicated Globus’s willingness to accept NuVasive’s proposal regarding the window-shop provision and expanded “fiduciary out” right for NuVasive was conditioned on Globus also having reciprocal window-shop and “fiduciary out” provisions. On January 25, 2023, Messrs. Wolterman and Paul also had a call to discuss these and other matters related to the proposed transaction.

On January 26, 2023, NuVasive executed an engagement letter pursuant to which it formally retained BofA Securities as its financial advisor in connection with a potential transaction with Globus.

On January 26, 2023, the NuVasive Board met, with members of NuVasive management and representatives of BofA Securities and Wachtell in attendance. Representatives of BofA Securities presented their financial analyses regarding NuVasive and Globus and the financial aspects of a combination between the

 

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two companies based on, among other factors, the NuVasive Projections and the Preliminary Globus Standalone Projections. Representatives of BofA Securities also presented to the NuVasive Board an updated version of its preliminary financial analysis of the proposed exchange ratio to be received by the NuVasive stockholders. At the meeting, the NuVasive Board discussed with NuVasive management and representatives of BofA Securities whether the limited number of potential strategic partners were likely to be interested in a strategic transaction with NuVasive, as well as challenges facing financial sponsors in obtaining attractive financing in the current market environment and the lack of potential synergies with alternative partners as compared to the combination of NuVasive with Globus. In addition, the NuVasive Board also received an update on the status of the negotiations with Globus with respect to certain transaction terms, including terms relating to the voting agreement from Mr. Paul, the window-shop provision and termination fees, and the regulatory commitment from Globus. The NuVasive Board provided guidance to NuVasive management and directed management to continue negotiations with Globus. Additionally, the NuVasive Board considered certain updated disclosures regarding BofA Securities’ prior disclosure letter, which the NuVasive Board determined were not material.

On January 26, 2023, the Globus Board met to discuss the status of the negotiations with NuVasive, including provisions in the proposed merger agreement concerning the terms of the regulatory efforts commitment from Globus, the potential mutuality of the window shop provision, the proposed termination fee in connection with either company’s stockholders not approving the transaction, and Mr. Paul’s voting agreement. The Globus Board discussed various proposals regarding its obligations with respect to obtaining regulatory approval, including whether Globus would be required to make any divestitures.

On January 27, 2023, Mr. Wolterman had a call with Mr. Paul in which they discussed the voting agreement, the window-shop provision, the quantum of the termination fees and the terms of the regulatory commitment. Mr. Paul indicated on the call that final agreement on these matters was subject to the views of the Globus Board.

Mr. Paul called Mr. Wolterman and indicated that he was willing to agree to a stronger voting commitment, pursuant to which Mr. Paul would only be relieved of his commitment to vote in favor of the transaction in the event that Globus received an alternative acquisition proposal that the Globus Board determined to be superior to the merger with NuVasive, and that Globus was willing to strengthen its regulatory commitment, but that it was unwilling to agree to NuVasive’s proposed reduction of the termination fees and the scenarios under which such fees would become payable. Mr. Wolterman communicated this update to the NuVasive Board via email.

Subsequently, on January 27, 2023, representatives of Wachtell sent a revised draft of the merger agreement to representatives of Troutman and Goodwin.

On January 30, 2023, members of management of NuVasive held calls with members of management of Globus to discuss, among other things, the operating restrictions on NuVasive in the period between the signing of the merger agreement and the closing of the transaction. Also on January 30, 2023, representatives of Goodwin sent a revised draft of the merger agreement to representatives of Wachtell.

On January 31, 2023, Globus executed an engagement letter, dated January 30, 2023, pursuant to which it formally retained Goldman Sachs as its exclusive financial advisor in connection with a potential acquisition of NuVasive.

On January 31, 2023, members of management of NuVasive and representatives of Wachtell had calls with members of management of Globus and representatives of Goodwin to discuss certain outstanding terms, including those relating to non-solicitation restrictions, the ability of the NuVasive Board to change its recommendation in response to a material intervening event (in addition to its right to change its recommendation in connection with a superior proposal), termination rights, quantum of the termination fees and the regulatory efforts covenant as well as certain employee matters. Following those discussions, representatives of Wachtell sent a revised draft of the merger agreement to representatives of Goodwin.

 

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On February 2, 2023, members of management of NuVasive and representatives of Wachtell held a call with members of management of Globus and representatives of Goodwin to discuss certain outstanding legal points and on February 3, 2023, representatives of Wachtell sent a further revised draft of the merger agreement to Goodwin. On February 4, 2023, Mr. Paul communicated via email to the Globus Board on the status of the merger agreement negotiations, including the progress made on discussions regarding the interim operating covenants in the proposed merger agreement. Thereafter, representatives of Goodwin sent revised drafts of the merger agreement and the voting agreement to representatives of Wachtell.

On February 5, 2023, representatives of Goldman Sachs shared with representatives of BofA Securities certain revised prospective financial information prepared by Globus management relating to Globus’s five year business plan (the “Globus Standalone Projections”). For more information, see the section of this joint proxy statement/prospectus titled “The Merger— Certain Globus Unaudited Prospective Financial Information”. The Preliminary Globus Standalone Projections were revised by Globus management to reflect an increase to Globus’s projected revenue and profitability based on assumptions that Globus management determined to be more realistic for Globus’s business and prospects, and in order to more closely align with Globus management’s long-term expectation for Globus as the Preliminary Globus Standalone Projections were based on a base case set of assumptions. The increase in profitability reflected in the Globus Standalone Projections was primarily driven by the volume impact of higher projected sales, as well as greater fixed cost leverage, as compared to the Preliminary Globus Standalone Projections.

On February 5, 2023, the NuVasive Board met with members of NuVasive management with representatives of BofA Securities and Wachtell in attendance. Members of NuVasive management provided an update on the status of negotiations with Globus. Representatives of Wachtell discussed with the NuVasive Board their fiduciary duties in connection with the proposed transaction, and reviewed the terms of the merger agreement and voting agreement received from Goodwin on February 4, 2023. In addition, the NuVasive Board approved the 2023 operating budget proposed by NuVasive management, which included adjustments to certain financial metrics for 2023 included in the Revised NuVasive Projections (defined below), due primarily to revised assumptions related to the impact of foreign currency exchange rates.

On February 6, 2023, representatives of Goldman Sachs shared with representatives of BofA Securities certain synergy and dis-synergy projections prepared by Globus management relating to the combined company following completion of the merger (the “Globus Synergy Projections”). For more information, see the section of this joint proxy statement/prospectus titled “The Merger— Certain Globus Unaudited Prospective Financial Information”.

On February 6, 2023 and February 7, 2023, representatives of Wachtell and Goodwin exchanged drafts of the merger agreement and voting agreement, and the parties continued to negotiate the terms of the transaction.

On February 6, 2023, at the direction of the NuVasive management, representatives of BofA Securities shared revised prospective financial information relating to NuVasive’s five year business plan (the “Revised NuVasive Projections”) with representatives of Goldman Sachs. For more information, see the section of this joint proxy statement/prospectus titled “The Merger— Certain NuVasive Unaudited Prospective Financial Information”. The Revised NuVasive Projections updated NuVasive’s projections for 2023 to take into account the 2023 operating budget approved by the NuVasive Board, but did not revise NuVasive projections for the other years.

On February 6, 2023, the Globus Board met to discuss the progress made on the proposed merger agreement and potential timing for signing of the merger agreement and public announcement of the transaction. The Globus Board directed Globus management to continue negotiating and finalizing the merger agreement.

On February 7, 2023, the NuVasive Board met with members of NuVasive management and representatives of BofA Securities and Wachtell in attendance, to review, among other things, the proposed voting commitment from Mr. Paul and certain operating restrictions on NuVasive that would be applicable between signing of the merger agreement and the closing of the merger. Representatives from Wachtell provided the NuVasive Board with an update on certain transaction terms.

 

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Between February 7 and February 8, 2023, representatives of Wachtell and Goodwin continued to exchange drafts of the merger agreement and voting agreement, and Mr. Barry and other members of NuVasive management held in-person meetings with members of Globus management. These meetings focused on finalizing the terms of the transaction agreements, as well as communications planning efforts.

On February 8, 2023, the NuVasive Board met with members of NuVasive management and representatives of BofA Securities and Wachtell in attendance. Representatives of Wachtell discussed with the NuVasive Board their fiduciary duties in connection with the proposed transaction and updated the NuVasive Board regarding certain terms of the proposed merger agreement that had evolved since the NuVasive Board’s prior meeting on February 7, 2023. Following discussions with NuVasive management and representatives of BofA Securities, the NuVasive Board was of the view that the Exchange Ratio represented the highest value reasonably obtainable for NuVasive stockholders. Representatives from BofA Securities reviewed its financial analysis of the Exchange Ratio and delivered to the NuVasive Board an oral opinion, which was confirmed by delivery of a written opinion dated February 8, 2023, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the Exchange Ratio provided for in the Merger was fair, from a financial point of view, to the holders of NuVasive Common Stock. In addition, BofA Securities also shared with NuVasive management and the NuVasive Board updated disclosures regarding BofA Securities’ prior disclosure regarding relationships between BofA Securities and Globus and the Call Spread Transactions. This information did not change the prior view, reached at the December 17, 2022 meeting of the NuVasive Board, regarding the immateriality of any potential conflicts arising from these arrangements. Following discussion, including as to the matters described below under the section titled “NuVasive’s Reasons for the Merger and Recommendation of the NuVasive Board of Directors,” the NuVasive Board unanimously (i) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement were advisable, fair to and in the best interests of NuVasive and its stockholders, (ii) approved, adopted, deemed and declared advisable the Merger Agreement, the performance by NuVasive of its covenants and agreements contained therein and the consummation of the Merger and the other transactions contemplated by the Merger Agreement, (iii) directed that the approval of the Merger and adoption of the Merger Agreement be submitted to a vote at a meeting of NuVasive stockholders and (iv) resolved to recommend that NuVasive stockholders approve the Merger and adopt the Merger Agreement.

Also on February 8, 2023, the Globus Board met, with members of Globus management and representatives of Goldman Sachs and Goodwin in attendance. At this meeting, representatives of Goodwin discussed that the definitive agreement had been fully negotiated, presented the final terms of the transaction and discussed with the Globus Board their fiduciary duties in connection with the proposed transaction. Also at this meeting, representatives of Goldman Sachs reviewed with the Globus Board Goldman Sachs’ financial analysis for the proposed transaction, and delivered Goldman Sachs’ oral opinion, subsequently confirmed in writing dated as of February 8, 2023, to the Globus Board that, as of such date and based upon and subject to the factors and assumptions set forth therein, the Exchange Ratio pursuant to the Merger Agreement was fair from a financial point of view to Globus, as more fully described under the section titled “Opinion of Globus’s Financial Advisor.” After discussions, including as to the matters described below under the section titled “Globus’s Reasons for the Merger and Recommendation of the Globus Board of Directors,” the Globus Board (i) unanimously determined that the Merger and the transactions contemplated by the Merger Agreement (including, the Share Issuance) on the terms and subject to the conditions set forth therein are advisable, fair to, and in the best interests of, Globus and the Globus stockholders, (ii) unanimously approved and deemed advisable the execution and delivery of the Merger Agreement, the performance by Globus of its covenants and agreements contained therein and the consummation of the transactions contemplated thereby, including the Merger and the issuance of shares of Globus Class A Common Stock in connection therewith, and (iii) directed that the issuance of Globus Class A Common Stock pursuant to the terms of the Merger Agreement be submitted to a vote at a meeting of the Globus stockholders and resolved to recommend that the Globus stockholders approve such issuance.

 

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After the meetings of the NuVasive Board and the Globus Board, on February 8, 2023, NuVasive and Globus executed the Merger Agreement and NuVasive, Globus, Mr. Paul and Ms. Sonali Paul executed the Voting Agreement.

On February 9, 2023, NuVasive and Globus issued a joint press release announcing the parties’ entry into the Merger Agreement and held a joint investor call.

Globus’s Reasons for the Merger and Recommendation of the Globus Board of Directors

The Globus Board held a meeting on February 8, 2023, at which the Globus Board: (i) unanimously determined that the Merger and the transactions contemplated by the Merger Agreement (including, the Share Issuance) on the terms and subject to the conditions set forth therein are advisable, fair to, and in the best interests of, Globus and the Globus stockholders, (ii) unanimously approved and deemed advisable the execution and delivery of the Merger Agreement, the performance by Globus of its covenants and agreements contained therein and the consummation of the transactions contemplated thereby, including the Merger and the issuance of shares of Globus Class A Common Stock in connection therewith, and (iii) directed that the issuance of Globus Class A Common Stock pursuant to the terms of the Merger Agreement be submitted to a vote at a meeting of the Globus stockholders and resolved to recommend that the Globus stockholders approve such issuance.

ACCORDINGLY, THE GLOBUS BOARD UNANIMOUSLY RECOMMENDS THAT GLOBUS STOCKHOLDERS VOTE “FOR” THE GLOBUS SHARE ISSUANCE PROPOSAL AND “FOR” THE GLOBUS ADJOURNMENT PROPOSAL.

In evaluating the Merger, the Globus Board consulted with Globus’s management and legal and financial advisors and, in reaching its determinations that the Merger is advisable, fair to and in the best interests of Globus and its stockholders, the Globus Board reviewed, evaluated and considered a number of factors, including the following material factors (not necessarily in order of importance), which they viewed as supporting its decision to approve the Merger Agreement and the transactions contemplated thereby, including the Globus Share Issuance Proposal:

 

   

Strategic Benefits of a Merger with NuVasive

 

   

The expectation that the complementary nature of Globus’s and NuVasive’s businesses will create an expanded global footprint allowing for significant growth potential across geographies and customers;    

 

   

The belief that the acquisition of NuVasive enhances Globus’s leadership position in the medical device industry and that Globus’s and NuVasive’s complementary focus on innovative medical device technologies will enable the Combined Company to offer a broad range of safe, effective and clinically proven medical devices;

 

   

The expectation that the Combined Company will have greater research and development resources, engineering expertise and technology, which will allow Globus to better serve customers, accelerate innovation and sustain investment in rapid product innovation and introduction;

 

   

The expectation that Globus will have increased financial resources and flexibility as a result of the Merger, even after taking into account transaction-related expenses, to realize the full potential of its product portfolio, which will increase as a result of the Merger, to engage in additional product development, and to invest in other business development opportunities for sustainable long-term growth;

 

   

The expectation that the Combined Company will be in a better position to operate in the current and expected future medical device landscape, including operating in and responding to the current and expected future regulatory and competitive challenges facing industry participants;

 

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The expectation that the Merger will result in meaningful synergies by combining key assets, personnel, capabilities, intellectual property, as well as access to world-leading scientific and clinical collaborators, which will deliver long-term value for Globus and NuVasive stockholders;

 

   

The expectation that the complementary nature of the businesses and products of Globus and NuVasive will allow for a successful integration of the two companies, and enhance the Combined Company’s future opportunity and flexibility; and

 

   

The oral opinion delivered by Goldman Sachs, subsequently confirmed in writing dated as of February 8, 2023, to the Globus Board that, as of such date and based upon and subject to the factors and assumptions set forth therein, the Exchange Ratio pursuant to the Merger Agreement was fair from a financial point of view to Globus, as more fully described in the section titled “ Opinion of Globus’s Financial Advisor.”

 

   

Transaction Terms

 

   

The Exchange Ratio and the fact that the Exchange Ratio will not be adjusted based on the market price of Globus Class A Common Stock or NuVasive Common Stock;

 

   

The limited number and nature of the conditions to NuVasive’s obligation to consummate the Merger and the limited risk of non-satisfaction of such conditions as well as the likelihood that the Merger will be consummated on a timely basis;

 

   

The Voting Agreement, pursuant to which the Supporting Stockholders have agreed, solely in their capacity as stockholders of Globus, to vote their Globus Class B Common Stock in accordance with the recommendation of the Globus Board as of the time of the Globus Special Meeting in respect of the Globus Share Issuance Proposal and such Globus Class B Common Stock is sufficient to approve the Globus Share Issuance Proposal and the Globus Adjournment Proposal;

 

   

The belief that the terms of the Merger Agreement, including the parties’ representations, warranties, covenants and the conditions to their respective obligations, are reasonable under the circumstances;

 

   

The fact that there are restrictions in the Merger Agreement on NuVasive’s ability to solicit competing bids to acquire it and to entertain other acquisition proposals, unless certain conditions are satisfied;

 

   

The fact that the Merger Agreement contains restrictions on NuVasive’s conduct of business prior to the completion of the Merger;

 

   

The fact that, because holders of outstanding Globus Common Stock as of immediately prior to the completion of the Merger are expected to hold approximately 72% of the outstanding Globus Common Stock immediately after completion of the Merger, Globus stockholders will have the opportunity to participate in the future performance of the Combined Company, including synergies;

 

   

The Globus Board’s belief that, while the consummation of the Merger is subject to the satisfaction of various conditions, such conditions are likely to be satisfied, in each case, without a material adverse impact on the respective businesses of Globus, NuVasive or the Combined Company;

 

   

The fact that, while Globus is obligated to use its reasonable best efforts to complete the Merger, such efforts standard does not obligate Globus to sell, divest, license, or hold separate any business, asset, property or product line of Globus or any of its subsidiaries that generated total net sales in excess of $40 million in the twelve month period ended December 31, 2022;

 

   

The fact that NuVasive is required to pay a termination fee if the Merger Agreement is terminated under certain circumstances described under “The Merger Agreement—Termination Fees”;

 

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The fact that the Merger Agreement permits Globus, subject to certain conditions, to respond to and negotiate unsolicited acquisition proposals prior to the time that Globus stockholders approve the Merger;

 

   

The fact that the Merger Agreement permits the Globus Board, subject to certain conditions, to make an adverse recommendation change to the Globus stockholders that they approve the Merger Agreement if it would be inconsistent with the Globus Board’s fiduciary duties to fail to do so;

 

   

The outside date under the Merger Agreement, taking into account the ability of Globus or NuVasive to extend the initial October 8, 2023 outside date in specified circumstances to February 8, 2024, (as more fully described in the section titled “The Merger Agreement—Termination of the Merger Agreement”), which is expected to allow for sufficient time to complete the Merger;

 

   

Globus’s ability, subject to certain conditions and in certain circumstances the payment of a termination fee, to terminate the Merger Agreement, as more fully described under the section titled “The Merger Agreement—Termination Fees”; and

 

   

The fact that the Exchange Ratio was the result of a series of arm’s length negotiations between the parties.

 

   

Other Factors

 

   

The respective businesses, operations, management, financial condition, earnings and prospects of Globus and NuVasive;

 

   

The current and expected valuation of Globus Class A Common Stock, as well as the historic trading ranges of Globus Class A Common Stock and the potential trading range of Globus Class A Common Stock absent announcement of the Merger Agreement;

 

   

Various analyses as to the valuation of Globus as an independent company, including to account for the anticipated earnings over time from the existing Globus business, including in comparison to the expected attractive valuation of the Combined Company in the future;

 

   

Trends and competitive developments in the medical device industry and the Globus Board’s knowledge and understanding of Globus’s business, operations, financial condition, earnings, strategy and future prospects and knowledge and understanding of NuVasive, taking into account publicly available information regarding NuVasive;

 

   

The results of Globus’s diligence investigations of NuVasive and the reputation, business practices and experience of NuVasive and its management;

 

   

The fact that the Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code with the result that U.S. holders of NuVasive Common Stock generally will not recognize any gain or loss for U.S. federal income tax purposes upon receipt of any portion of the merger consideration delivered in the form of Globus Class A Common Stock; and

 

   

The review by the Globus Board and its legal and financial advisors of the structure of the Merger and the financial and other terms of the Merger Agreement and the Merger.

The Globus Board also considered and balanced against the potentially positive factors a number of uncertainties, risks and other countervailing factors in its deliberations concerning the Merger and the Merger Agreement, including the following (not necessarily in order of relative importance):

 

   

The expected dilution associated with the Globus Share Issuance Proposal and the potential dilution associated with the acceleration or assumption of certain outstanding NuVasive equity awards, including a significant number of NuVasive RSU Awards and NuVasive PRSU Awards;

 

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The fact that Globus has incurred and will continue to incur significant costs and expenses in connection with the Merger, regardless of whether it is completed, and will absorb the costs and expenses of NuVasive if the Merger is completed;

 

   

The risk that the potential benefits of the Merger may not be fully realized, including the possibility that transaction synergies may not be realized to the extent or on the timeline expected, or at all, and that Globus paid more for NuVasive than the value it will derive from the Merger;

 

   

The risk of diverting Globus management focus and resources from other strategic opportunities and from operational matters, and potential disruption of Globus management associated with the Merger and integrating the companies;

 

   

The risk that the Merger may not be completed despite the parties’ efforts or that completion of the Merger may be delayed, even if the requisite regulatory approval under the HSR Act is obtained from Globus stockholders and NuVasive stockholders, including the possibility that conditions to the parties’ obligations to complete the Merger may not be satisfied, and the potential resulting disruptions to Globus’s business (and the disruptions of the Combined Company if the Merger is ultimately completed);

 

   

The risk that if the Merger Agreement is terminated under specified circumstances Globus may be required to pay a termination fee of up to $120 million;

 

   

The risks and costs to Globus during the pendency of the Merger and, if the Merger is not completed, the risks and costs of the Merger on Globus’s businesses (or, following the completion of the Merger, on the Combined Company’s businesses), including uncertainty about the effect of the proposed Merger on Globus’s employees, customers, potential customers, distributors, suppliers and other parties, which may impair Globus’s ability to attract, retain and motivate key personnel and could cause customers, potential customers, suppliers, distributors and others to seek to change or not enter into business relationships with Globus, and the risk that the trading price of Globus Class A Common Stock could be materially adversely affected if the Merger is not completed;

 

   

The fact that the Merger is subject to the approval of the NuVasive stockholders, and the NuVasive stockholders will be free to approve or reject the Merger;

 

   

The fact that the Merger Agreement permits NuVasive, subject to certain conditions, to respond to and negotiate unsolicited acquisition proposals prior to the time that NuVasive stockholders approve the Merger;

 

   

The fact that the Merger Agreement permits the NuVasive Board, subject to certain conditions, to make an adverse recommendation change to the NuVasive stockholders that they approve the Merger Agreement if it would be inconsistent with the NuVasive’s fiduciary duties to fail to do so;

 

   

NuVasive’s ability, subject to certain conditions and in certain circumstances the payment of a termination fee, to terminate the Merger Agreement, as more fully described under the section titled “The Merger Agreement—Termination of the Merger Agreement”;

 

   

The fact that there are restrictions in the Merger Agreement on Globus’s ability to solicit competing bids to acquire it and to entertain other acquisition proposals, unless certain conditions are satisfied, and the fact that the Globus Board may not, under the Merger Agreement, unilaterally terminate the Merger Agreement to accept an alternative proposal;

 

   

The fact that the Merger Agreement contains restrictions on Globus’s conduct of business prior to the completion of the Merger, which could delay or prevent Globus from undertaking business opportunities that may arise, or taking other actions with respect to the operations and strategy of Globus that the Globus Board and Globus’s management might otherwise believe were appropriate or desirable;

 

   

NuVasive’s ability to specifically enforce Globus’s obligations under the Merger Agreement;

 

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The risk of litigation related to the Merger; and

 

   

The various other risks associated with the businesses of Globus, NuVasive and the Combined Company described under the section titled “Risk Factors.”

The foregoing discussion of factors considered by the Globus Board is not intended to be exhaustive, but rather, includes material factors considered by the Globus Board. In reaching its decision to approve the Merger Agreement, the Globus Board did not quantify or assign relative weights to the factors considered, and individual directors may have given different weights to different factors. The Globus Board considered all of the factors set forth above as a whole, and overall concluded the factors to be favorable and supportive of the determination of the Globus Board.

The foregoing discussion of the information and factors considered by the Globus Board in approving the Merger Agreement is forward-looking in nature. This information should be read in light of the factors discussed in the section of this joint proxy statement/prospectus titled “Cautionary Statement Regarding Forward-Looking Statements.”

NuVasive’s Reasons for the Merger and Recommendation of the NuVasive Board of Directors

At a special meeting held on February 8, 2023, the NuVasive Board unanimously: (1) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement were advisable, fair to and in the best interests of NuVasive and its stockholders; (2) approved, adopted, deemed and declared advisable the Merger Agreement, the performance by NuVasive of its covenants and agreements contained therein and the consummation of the Merger and the other transactions contemplated by the Merger Agreement; (3) directed that the approval of the Merger and adoption of the Merger Agreement be submitted to a vote at a meeting of NuVasive stockholders; and (4) resolved to recommend that NuVasive stockholders approve the Merger and adopt the Merger Agreement. Accordingly, the NuVasive Board unanimously recommends that NuVasive stockholders vote “FOR” the NuVasive Merger Proposal.

In evaluating the proposed transaction, reaching its determinations and making its recommendations, the NuVasive Board consulted with NuVasive senior management and its outside legal and financial advisors, and considered a number of factors, including the following factors that weighed in favor of the transaction:

Strategic Considerations and Synergies

 

   

Complementary global scale and expanded commercial reach. The transaction is expected to substantially accelerate NuVasive’s globalization strategy to target the $50 billion musculoskeletal market. Together, Globus and NuVasive have a presence in more than 50 countries with more than 5,000 employees. The Combined Company’s larger commercial sales organization would enable it to further penetrate existing and future markets and reach more surgeons and patients around the world;

 

   

Comprehensive and innovative portfolio in spine and orthopedics. The transaction would pair Globus’s and NuVasive’s complementary spine and orthopedic solutions and enabling technologies to create a more comprehensive and innovative product offering for surgeons and patients;

 

   

Continued commitment to product development and surgeon education. Globus and NuVasive both have strong track records of developing technology that targets unmet clinical needs for the treatment of musculoskeletal disorders. The Combined Company is expected to continue to prioritize collaboration with healthcare professionals to develop ground-breaking products and solutions to address the full continuum of care, from planning to execution to postoperative data;

 

   

Expanded operational capabilities. The Combined Company could leverage expanded operational capabilities to further unlock manufacturing capacity and asset utilization to support the Combined Company’s commercial organization. Together, Globus and NuVasive would benefit from their

 

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respective operational advantages—including Globus’s in-house manufacturing capacity and NuVasive’s global distribution networks, which includes NuVasive’s Memphis-based global distribution center;

 

   

Compelling upside revenue potential. The Globus and NuVasive product, customer, and geographic footprints are highly complementary, thereby creating strong growth opportunities for the Combined Company over the long-term;

 

   

Financial Scale. The Combined Company would have the scale, balance sheet strength, financial flexibility, and free cash flow to fund future growth, and improved ability to access the capital markets on more favorable terms, which would allow the Combined Company to be more competitive in capturing strategic opportunities;

 

   

Value creation opportunity. The Combined Company would have a strong track record of delivering above-market net sales growth through its innovation and commercial channels, positioning it to deliver a mid-30% EBITDA profile over the next three years, taking into account approximately $170 million in identified estimated cost synergies;

Attractive Value of Consideration

 

   

the aggregate value and nature of the consideration to be received in the Merger by NuVasive stockholders, including:

 

   

that the merger consideration represented a premium of approximately 24.5% to NuVasive stockholders based on the closing price of NuVasive Common Stock on February 7, 2023, the last day before the signing of the Merger Agreement, and a premium of approximately 42.9% based on the 90-day volume weighted average share price of NuVasive Common Stock as of the same date;

 

   

that the merger consideration consists of Globus Class A Common Stock, which offers NuVasive stockholders the opportunity to participate in the future earnings, dividends, if any, and growth of the Combined Company, which the NuVasive Board considers to be an attractive investment for the reasons discussed above in this section under “— Strategic Considerations and Synergies”;

 

   

the fact that NuVasive stockholders will own approximately 28% of the Combined Company;

 

   

the fact that the Merger Agreement provides for a fixed Exchange Ratio and that no adjustment will be made to the merger consideration to be received by NuVasive stockholders in the Merger as a result of possible changes in the market price of Globus Class A Common Stock following the announcement of the Merger;

 

   

that the Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, as more fully described in the section titled “Material U.S. Federal Income Tax Consequences of the Merger”;

Most Attractive Strategic Alternative

 

   

the view of the NuVasive Board that the proposed transaction with Globus was the most attractive strategic alternative available to NuVasive and its stockholders, including in comparison to the alternative of remaining independent and continuing to execute on NuVasive’s long-term business strategy. In this regard, the NuVasive Board considered:

 

   

that the limited number of potential strategic partners were unlikely to be interested in a strategic transaction with NuVasive;

 

   

the challenges facing financial sponsors in obtaining attractive financing in the current market environment, as well as the lack of potential synergies as compared to the combination of NuVasive with Globus;

 

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the risks involved in soliciting alternative acquisition proposals, including with respect to potential market rumors, as well as disruption and other adverse impacts on NuVasive’s commercial relationships with various stakeholders;

 

   

its belief, based on positions taken by Globus during negotiations and the premium relative to the standalone price of NuVasive Common Stock, that the Exchange Ratio was the maximum consideration that Globus would be willing to offer;

 

   

its belief that entering into the Merger Agreement with Globus provided the best alternative for maximizing stockholder value reasonably available to NuVasive and its stockholders, including when compared to continuing to operate on a standalone basis and taking into account certain risks associated with continuing to operate as a standalone company, including the risk factors set forth in the section titled “Risk Factors” in NuVasive’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which is incorporated by reference into this joint proxy statement/prospectus, and other documents that are incorporated by reference into this joint proxy statement/prospectus;

 

   

that NuVasive stockholders would have the opportunity to participate in the long-term value-creation potential of Globus after giving effect to the Merger;

Opinion of NuVasive’s Financial Advisor

 

   

the opinion of BofA Securities, dated February 8, 2023, to the NuVasive Board as to the fairness, from a financial point of view and as of the date of the opinion, of the Exchange Ratio to the holders of NuVasive Common Stock, as more fully described below in the section titled “ —Opinion of NuVasive’s Financial Advisor;”

Likelihood of Completion of the Merger

 

   

the likelihood that the Merger will be completed, based on, among other factors, the limited closing conditions to the completion of the Merger, the absence of a financing condition or similar contingency relating to Globus’s ability to obtain financing, and the commitment made by Globus to take certain actions if required to obtain approval for the Merger required under the HSR Act, as further described in the section of this joint proxy statement/prospectus titled “The Merger—Regulatory Approvals and Related Matters”;

 

   

the fact that shares of Globus Common Stock representing approximately 70% of the voting power of the outstanding Globus Common Stock are subject to the Voting Agreement, pursuant to which the Supporting Stockholders have agreed to vote all such shares with respect to the Globus Share Issuance Proposal in accordance with the recommendation of the Globus Board as of the time of the Globus Special Meeting, as further described in the section of this joint proxy statement/prospectus titled “The Voting Agreement”, and the fact that such shares subject to the Voting Agreement are sufficient to approve the Globus Share Issuance Proposal;

Favorable Terms of the Merger Agreement

 

   

the ability of NuVasive to, subject to specified limitations, respond to and engage in discussions regarding unsolicited third-party acquisition proposals under certain circumstances and, ultimately, to terminate the Merger Agreement in order to enter into a definitive agreement providing for a NuVasive Superior Proposal, subject to compliance with the procedural terms and conditions set forth in the Merger Agreement and the payment of a termination fee of $120 million, which is reduced to $75 million for terminations to accept certain superior proposals during the Window Shop Period, as further discussed in the sections of this joint proxy statement/prospectus titled “The Merger AgreementTermination of the Merger Agreement” and “The Merger AgreementTermination Fees”;

 

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the terms of the Merger Agreement that restrict Globus’s ability to solicit and engage in alternative business combination transactions, as further discussed in the section of this joint proxy statement/prospectus titled “The Merger Agreement—No Solicitation”;

 

   

the obligation of Globus to pay NuVasive by way of compensation a termination payment of up to $120 million upon termination of the Merger Agreement under specified circumstances, including as a result of Globus’s failure to obtain the requisite Globus stockholder approval for the Globus Share Issuance Proposal, as further discussed in the section of this joint proxy statement/prospectus titled “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Termination Fee”;

Governance Matters

 

   

the fact that, at the Effective Time, three NuVasive directors (to be proposed by the NuVasive Board and acceptable to the Globus Board) would be appointed to the Globus Board (one per each class of directors on the Globus Board), which will allow for oversight of and input into the strategy of the Combined Company.

The NuVasive Board weighed these advantages and opportunities against a number of potentially negative factors in its deliberations concerning the Merger Agreement and the transaction, including:

 

   

that Exchange Ratio would not be adjusted to compensate for changes in the price of Globus Class A Common Stock prior to the consummation of the Merger. The NuVasive Board determined that the Exchange Ratio on the basis of which Globus Class A Common Stock would be issued was appropriate and that the risks were acceptable in view of the relative historical trading values and financial performance of NuVasive and Globus;

 

   

the terms of the Merger Agreement that restrict NuVasive’s ability to solicit alternative acquisition proposals and to provide information to, or engage in discussions with, a third party interested in pursuing an alternative acquisition proposal, as further discussed in the section of this joint proxy statement/prospectus titled “The Merger Agreement—No Solicitation”;

 

   

the potential for diversion of management attention and employee attrition due to the possible effects of the announcement and pendency of the Merger and the potential effects on customers and business relationships;

 

   

the interim operating covenants in the Merger Agreement that restrict NuVasive’s ability to operate its business and engage in strategic initiatives, and the amount of time it could take to complete the Merger, including the fact that completion of the Merger depends on factors outside of NuVasive’s control, and that there can be no assurance that the conditions will be satisfied even if the NuVasive Merger Proposal is approved by NuVasive stockholders;

 

   

the possibility of non-consummation of the Merger, including due to a failure to obtain the requisite approval under the HSR Act, and the potential consequences of non-consummation, including the potential negative impacts on NuVasive, its business and the trading price of NuVasive Common Stock;

 

   

the difficulty and costs inherent in integrating large and diverse businesses and the risk that the potential synergies, and other benefits expected to be obtained as a result of the Merger might not be fully or timely realized;

 

   

the obligation of NuVasive to pay Globus by way of compensation a termination payment of up to $120 million upon termination of the Merger Agreement under specified circumstances, as further discussed in the section of this joint proxy statement/prospectus titled “The Merger Agreement—Termination of the Merger Agreement and “The Merger Agreement—Termination Fees”;

 

   

the obligation of NuVasive to pay Globus by way of compensation a termination payment of $60 million (assuming the NuVasive Board has not adversely changed its recommendation to its

 

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stockholders in favor of the Merger) upon the termination of the Merger Agreement as a result of NuVasive’s failure to obtain the requisite NuVasive stockholder approval for the NuVasive Merger Proposal, as further discussed in the section of this joint proxy statement/prospectus titled “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Termination Fees”;

 

   

the fact that the completion of the Merger is subject to approval by Globus stockholders of the Globus Share Issuance Proposal;

 

   

the fact that the Globus Board is permitted under the Merger Agreement to change its recommendation if required by its fiduciary duties, together with the fact that the Voting Agreement requires the Supporting Stockholders to vote in accordance with the recommendation of the Globus Board as of the time of the Globus Special Meeting and that enforceability of the Supporting Stockholders’ obligations under the Voting Agreement is limited by certain terms thereof;

 

   

the fact that Globus, following the Merger, will continue to have a controlling stockholder and will continue to be a “controlled company” (as defined in NYSE rules);

 

   

the fact that the Merger Agreement permits Globus, subject to certain conditions, to respond to certain unsolicited acquisition proposals prior to the time Globus stockholders approve the Globus Share Issuance Proposal;

 

   

Globus’s ability, subject to certain conditions and in certain circumstances with the payment of a termination fee, to terminate the Merger Agreement, as further discussed in the section of this joint proxy statement/prospectus titled “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Termination Fees”;

 

   

the risk that the expiration or termination of the waiting period under the HSR Act may not be obtained or that regulators may require divestitures or other remedies, and the fact that Globus’s commitment to agree to any such remedies is subject to certain limitations;

 

   

the risks of litigation relating to the Merger; and

 

   

risks and other considerations of the type and nature described under the sections of this joint proxy statement/prospectus titled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

The NuVasive Board considered the factors described above as a whole, including through engaging in discussions with NuVasive senior management and NuVasive’s outside legal and financial advisors. Based on this review and consideration, the NuVasive Board unanimously concluded that these factors, on balance, supported a determination that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, were advisable, fair to and in the best interests of NuVasive stockholders, and to make its recommendation to NuVasive stockholders that they vote to approve the Merger and adopt the Merger Agreement.

In addition, the NuVasive Board was aware of and considered the fact that NuVasive’s directors and executive officers may have certain interests in the transaction that are different from, or in addition to, the interests of NuVasive stockholders generally, as described in the section of this joint proxy statement/prospectus titled “Interests of NuVasive Directors and Executive Officers in the Merger.

The foregoing discussion of the information and factors that the NuVasive Board considered is not, and is not intended to be, exhaustive. The NuVasive Board collectively reached the conclusion to approve the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Merger, in light of the various factors described above and other factors that the members of the NuVasive Board believed appropriate. In view of the complexity and wide variety of factors, both positive and negative, that the NuVasive Board considered in connection with its evaluation of the transaction, the NuVasive Board did not find it useful to, and did not attempt to, quantify, rank or otherwise assign relative or specific weights or values to any

 

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of the factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the NuVasive Board. In considering the factors discussed above, individual directors may have given different weights to different factors.

The foregoing discussion of the information and factors considered by the NuVasive Board in approving the Merger Agreement is forward-looking in nature. This information should be read in light of the factors discussed in the section of this joint proxy statement/prospectus titled “Cautionary Statement Regarding Forward-Looking Statements.”

Opinion of Globus’s Financial Advisor

Opinion of Goldman Sachs & Co. LLC

Goldman Sachs delivered its oral opinion, subsequently confirmed in writing, to the Globus Board that, as of February 8, 2023 and based upon and subject to the factors and assumptions set forth therein, the Exchange Ratio pursuant to the Merger Agreement was fair from a financial point of view to Globus.

The full text of the written opinion of Goldman Sachs, dated February 8, 2023, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Globus Board in connection with its consideration of the Merger. Goldman Sachs’ opinion is not a recommendation as to how any holder of shares of Globus Common Stock should vote with respect to the Merger or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

 

   

the Merger Agreement;

 

   

annual reports to stockholders and Annual Reports on Form 10-K of Globus and NuVasive for the five years ended December 31, 2021;

 

   

certain interim reports to stockholders and Quarterly Reports on Form 10-Q of Globus and NuVasive;

 

   

certain other communications from Globus and NuVasive to their respective stockholders;

 

   

certain publicly available research analyst reports for Globus and NuVasive;

 

   

certain internal financial analyses and forecasts for NuVasive prepared by its management, which were referred to earlier as the “NuVasive Standalone Projections”; and

 

   

certain financial analyses and forecasts for NuVasive (the “Globus Adjusted NuVasive Standalone Projections”) based on the NuVasive Standalone Projections, certain internal financial analyses and forecasts for Globus standalone (which were referred to earlier as the “Globus Standalone Projections”) and pro forma for the Merger based on the Globus Adjusted NuVasive Standalone Projections and the Globus Standalone Projections (the “Globus Pro Forma Projections”), in each case, as prepared by the management of Globus and approved for Goldman Sachs’ use by Globus, including in the case of the Globus Pro Forma Projections certain operating synergies and dis-synergies projected by the management of Globus to result from the Merger, as approved for Goldman Sachs’ use by Globus (the “Globus Synergy Projections”). See the section entitled “—Certain Globus Unaudited Prospective Financial Information”.

Goldman Sachs also held discussions with members of the senior managements of Globus and NuVasive regarding their assessment of the past and current business operations, financial condition and future prospects of

 

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NuVasive and with the members of senior management of Globus regarding their assessment of the past and current business operations, financial condition and future prospects of Globus and the strategic rationale for, and the potential benefits of, the Merger; reviewed the reported price and trading activity for the shares of Globus Class A Common Stock and the shares of NuVasive Common Stock; compared certain financial and stock market information for Globus and NuVasive with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the healthcare industry and in other industries; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with Globus’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with Globus’s consent that the Globus Standalone Projections, the Globus Adjusted NuVasive Standalone Projections and the Globus Pro Forma Projections, including the Globus Synergy Projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Globus. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of Globus or NuVasive or any of their respective subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Merger will be obtained without any adverse effect on Globus or NuVasive or on the expected benefits of the Merger in any way meaningful to its analysis. Goldman Sachs also assumed that the Merger will be consummated on the terms set forth in the Merger Agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of Globus to engage in the Merger, or the relative merits of the Merger as compared to any strategic alternatives that may be available to Globus; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to Globus, as of the date of the opinion, of the Exchange Ratio pursuant to the Merger Agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the Merger Agreement or the Merger or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger, including the fairness of the Merger to, or any consideration received in connection therewith by, the holders of any class of securities, creditors or other constituencies of Globus; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Globus or NuVasive, or any class of such persons in connection with the Merger, whether relative to the Exchange Ratio pursuant to the Merger Agreement or otherwise. Goldman Sachs’ opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion and Goldman Sachs assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. In addition, Goldman Sachs does not express any opinion as to the prices at which shares of Globus Class A Common Stock or NuVasive Common Stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on Globus or NuVasive or the Merger, or as to the impact of the Merger on the solvency or viability of Globus or NuVasive or the ability of Globus or NuVasive to pay their respective obligations when they come due. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

Summary of Material Financial Analysis

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Globus Board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read

 

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together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before February 7, 2023 and is not necessarily indicative of current market conditions. For purposes of its analysis, Goldman Sachs calculated $58.41 as the implied consideration per share of NuVasive Common Stock to be paid to holders of shares of NuVasive Common Stock pursuant to the Merger Agreement, by multiplying the Exchange Ratio by $77.88, the closing price of shares of Globus Class A Common Stock on February 7, 2023.

Illustrative Discounted Cash Flow Analysis—NuVasive Standalone

Using the Globus Adjusted NuVasive Standalone Projections, Goldman Sachs performed an illustrative discounted cash flow analysis on NuVasive on a standalone basis to derive a range of illustrative present values per share of NuVasive Common Stock. Using the mid-year convention for discounting cash flows and discount rates ranging from 7.5% to 9.5%, reflecting estimates of NuVasive’s weighted average cost of capital, Goldman Sachs discounted to present value as of December 31, 2022 (i) estimates of unlevered free cash flow for NuVasive for the fiscal years 2023 through 2027 as reflected in the Globus Adjusted NuVasive Standalone Projections and (ii) a range of illustrative terminal values for NuVasive, as of December 31, 2027, which were calculated by applying terminal year next twelve months’ (“NTM”) earnings before interest, taxes, depreciation and amortization (“EBITDA”) adjusted to exclude stock-based compensation, litigation expenses and settlements, costs related to licensing and acquisition of in-process research and development and non-recurring and other significant one-time items (the “NuVasive Adjusted EBITDA”) exit multiples ranging from 10.0x to 11.0x, to a terminal year estimate of the NTM NuVasive Adjusted EBITDA to be generated by NuVasive, as reflected in the Globus Adjusted NuVasive Standalone Projections (which analysis implied perpetuity growth rates ranging from 3.4% to 5.8%). The range of terminal year NTM NuVasive Adjusted EBITDA exit multiples was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account historical trading multiples of NuVasive for February 2020 through February 2023. Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model (“CAPM”), which requires certain company-specific inputs, including NuVasive’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for NuVasive, as well as certain financial metrics for the United States financial markets generally.

Goldman Sachs derived ranges of illustrative enterprise values for NuVasive by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for NuVasive the amount of NuVasive’s net debt (including the net present value (“NPV”) of certain contingent liabilities relating to certain historical acquisitions, including the acquisition of Simplify Medical Pty Limited by NuVasive (collectively, the “NuVasive Contingent Liabilities”)) as of December 31, 2022, as provided by the management of NuVasive and approved for Goldman Sachs’ use by the management of Globus, to derive a range of illustrative equity values for NuVasive. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of NuVasive Common Stock, as provided by the management of NuVasive and approved for Goldman Sachs’ use by the management of Globus, using the treasury stock method, to derive a range of illustrative present values per share of NuVasive Common Stock ranging from $39.61 to $48.76.

Illustrative Present Value of Future Share Price Analysis—NuVasive Standalone

Using the Globus Adjusted NuVasive Standalone Projections, Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of NuVasive Common Stock. For this analysis, Goldman Sachs first calculated the implied enterprise value (“EV”) for NuVasive as of December 31 for each of the fiscal years 2023 through 2025, by applying a range of multiples of illustrative EV to NTM NuVasive Adjusted EBITDA (“NTM EV / NuVasive Adjusted EBITDA”) of 10.0x to 11.0x to estimates of NuVasive’s NTM NuVasive Adjusted EBITDA for each of the fiscal years 2023 through 2025. This illustrative range of NTM EV / NuVasive Adjusted EBITDA multiple estimates was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical NTM EV / NuVasive Adjusted EBITDA multiples for NuVasive for February 2020 through February 2023.

 

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Goldman Sachs then subtracted the amount of NuVasive’s net debt (including the NPV of the NuVasive Contingent Liabilities), for each of the fiscal years 2023 through 2025, each as provided by the management of Globus and approved for Goldman Sachs’ use by the management of Globus, from the respective implied enterprise values in order to derive a range of illustrative equity values as of December 31 for NuVasive for each of the fiscal years 2023 through 2025. Goldman Sachs then divided these implied equity values by the projected year-end number of fully diluted outstanding shares of NuVasive Common Stock for each of the fiscal years 2023 through 2025, calculated using information provided by the management of NuVasive and approved for Goldman Sachs’ use by the management of Globus, to derive a range of implied future values per share of NuVasive Common Stock. Goldman Sachs then discounted these implied future equity values per share of NuVasive Common Stock to December 31, 2022, using an illustrative discount rate of 9.2%, reflecting an estimate of NuVasive’s cost of equity. Goldman Sachs derived such discount rate by application of the CAPM, which requires certain company-specific inputs, including a beta for NuVasive, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values of $42.32 to $49.49 per share of NuVasive Common Stock.

Selected Transactions Analysis

Goldman Sachs analyzed certain information relating to the following selected transactions in the healthcare industry. For each of the selected transactions, Goldman Sachs calculated and compared the implied enterprise value of the applicable target company based on the consideration paid in the transaction as a multiple of the target company’s last twelve months’ (“LTM”) adjusted EBITDA based on information in public filings and press releases. While none of the companies that participated in the selected transactions are directly comparable to NuVasive, the companies that participated in the selected transactions are companies with operations that, for the purposes of analysis, may be considered similar to certain of NuVasive’s results, market sizes and product profile.

The following table presents the results of this analysis:

 

    

Selected Transactions

   EV / LTM

Announcement Date                        

  

Acquiror

  

Target

  

Adjusted EBITDA

October 2022    Orthofix Medical Inc.    SeaSpine Holdings Corporation    NA
May 2019    3M Company    Acelity, Inc.    15.0x
November 2018    Boston Scientific Corporation    BTG plc    15.5x
November 2018    Colfax Corporation    DJO Global, Inc.    11.7x
September 2018    Medtronic plc    Mazor Robotics Ltd.    NA
August 2018    Stryker Corporation    K2M Group Holdings, Inc.    NA
October 2017    TPG Capital, L.P.    Exactech, Inc.    16.9x
June 2016    Zimmer Biomet Holdings, Inc.    LDR Holding Corporation    NA
September 2015    Dentsply International Inc.    Sirona Dental Systems, Inc.    16.1x
February 2015    Cyberonics, Inc.    Sorin S.p.A.    11.7x
October 2014    Steris Corporation    Synergy Health plc    13.0x
October 2014    Wright Medical Group, Inc.    Tornier N.V.    NA
April 2014    Zimmer Holdings, Inc.    Biomet, Inc.    12.1x
February 2014    Smith & Nephew plc    ArthroCare Corporation    16.9x

 

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Based on the results of the foregoing calculations and Goldman Sachs’ professional judgment and experience, Goldman Sachs applied a reference range of EV / LTM adjusted EBITDA multiples based on information in public filings of 11.7x to 16.9x to NuVasive’s LTM NuVasive Adjusted EBITDA as of December 31, 2022, as provided by the management of NuVasive and approved for Goldman Sachs’ use by the management of Globus, to derive a range of implied enterprise values for NuVasive. Goldman Sachs then subtracted the net debt (including the NPV of the NuVasive Contingent Liabilities) of NuVasive as of December 31, 2022, as provided by the management of NuVasive and approved for Goldman Sachs’ use by the management of Globus, and divided the result by the number of fully diluted outstanding shares of NuVasive Common Stock as of February 6, 2023, as provided by the management of NuVasive and approved for Goldman Sachs’ use by the management of Globus, using the treasury stock method, to derive a reference range of implied values per share of NuVasive Common Stock of $45.56 to $72.21.

Premia Paid Analysis

Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for all-stock mergers announced from January 1, 2013 through February 7, 2023 involving a public company based in the United States as the target where the disclosed equity values for the transaction were between $0.5 billion and $5.0 billion and the acquiror had a pro forma ownership of the combined company between 60% and 75%. This analysis excluded transactions in the banking, financial services, insurance, oil and gas, real estate and utilities industries. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25th percentile and 75th percentile premia of the price paid in the eight transactions relative to the target’s last undisturbed closing stock price prior to announcement of the transaction. This analysis indicated a median premium of 19.5% across the period. This analysis also indicated a 25th percentile premium of 14.9% and 75th percentile premium of 30.1% across the period, respectively. Using this analysis, Goldman Sachs applied a reference range of illustrative premia of 14.9% to 30.1% to the undisturbed closing price per share of NuVasive Common Stock of $46.91 as of February 7, 2023 and calculated a range of implied equity values per share of NuVasive Common Stock of $53.89 to $61.03.

Illustrative Discounted Cash Flow Analysis – Globus Standalone

Using the Globus Standalone Projections, Goldman Sachs performed an illustrative discounted cash flow analysis on Globus on a standalone basis to derive a range of illustrative present values per share of Globus Class A Common Stock. Using the mid-year convention for discounting cash flows and discount rates ranging from 8.0% to 10.0%, reflecting estimates of Globus’s weighted average cost of capital, Goldman Sachs discounted to present value as of December 31, 2022 (i) estimates of unlevered free cash flow for Globus for the fiscal years 2023 through 2027 as reflected in the Globus Standalone Projections and (ii) a range of illustrative terminal values for Globus, as of December 31, 2027, which were calculated by applying terminal year NTM EBITDA, adjusted to exclude stock-based compensation, litigation expenses and settlements, costs related to acquisitions and costs related to licensing and acquisition of in-process research and development (the “Globus Standalone Adjusted EBITDA”) exit multiples ranging from 16.5x to 18.5x, to a terminal year estimate of the NTM Globus Standalone Adjusted EBITDA to be generated by Globus, as reflected in the Globus Standalone Projections (which analysis implied perpetuity growth rates ranging from 4.6% to 6.9%). The range of terminal year NTM Globus Standalone Adjusted EBITDA exit multiples was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account historical trading multiples of Globus for February 2020 through February 2023. Goldman Sachs derived such discount rates by application of the CAPM which requires certain company-specific inputs, including Globus’s standalone target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for Globus on a standalone basis, as well as certain financial metrics for the United States financial markets generally.    

Goldman Sachs derived ranges of illustrative enterprise values for Globus on a standalone basis by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative

 

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enterprise values it derived for Globus on a standalone basis the amount of Globus’s net debt (including the NPV of certain contingent liabilities relating to the acquisition of Excelsius Surgical and other transactions by Globus (collectively, the “Globus Contingent Liabilities”)) on a standalone basis, as of December 31, 2022, as provided by and approved for Goldman Sachs’ use by the management of Globus, to derive a range of illustrative equity values for Globus. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of Globus Common Stock, as provided by and approved for Goldman Sachs’ use by the management of Globus, using the treasury stock method, to derive a range of illustrative present values per share of Globus Class A Common Stock ranging from $73.27 to $84.74.

Illustrative Present Value of Future Share Price Analysis – Globus Standalone

Using the Globus Standalone Projections, Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of Globus Class A Common Stock. For this analysis, Goldman Sachs first calculated the implied enterprise value for Globus as of December 31 for each of the fiscal years 2023 through 2025, by applying a range of multiples of illustrative EV to NTM Globus Standalone Adjusted EBITDA (“NTM EV / Globus Standalone Adjusted EBITDA”) of 16.5x to 18.5x to estimates of Globus’s NTM Globus Standalone Adjusted EBITDA for each of the fiscal years 2023 through 2025. This illustrative range of NTM EV / Globus Standalone Adjusted EBITDA multiple estimates was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical NTM EV / Globus Standalone Adjusted EBITDA multiples for Globus for February 2020 through February 2023.

Goldman Sachs then subtracted the amount of Globus’s net debt (including the NPV of the Globus Contingent Liabilities) on a standalone basis, for each of the fiscal years 2023 through 2025, each as provided by and approved for Goldman Sachs’ use by the management of Globus, from the respective implied enterprise values in order to derive a range of illustrative equity values as of December 31 for Globus for each of the fiscal years 2023 through 2025. Goldman Sachs then divided these implied equity values by the projected year-end number of fully diluted outstanding shares of Globus Common Stock for each of the fiscal years 2023 through 2025, calculated using information provided by and approved for Goldman Sachs’ use by the management of Globus, to derive a range of implied future values per share of Globus Class A Common Stock. Goldman Sachs then discounted these implied future equity values per share of Globus Class A Common Stock to December 31, 2022, using an illustrative discount rate of 9.8%, reflecting an estimate of Globus’s cost of equity. Goldman Sachs derived such discount rate by application of the CAPM, which requires certain company-specific inputs, including a beta for Globus, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values of $67.60 to $76.35 per share of Globus Class A Common Stock.

Illustrative Discounted Cash Flow Analysis – Globus Pro Forma

Using the Globus Pro Forma Projections, Goldman Sachs performed an illustrative discounted cash flow analysis on Globus pro forma for the Merger to derive a range of illustrative present values per share of Globus Class A Common Stock. Using the mid-year convention for discounting cash flows and discount rates ranging from 8.0% to 10.0%, reflecting estimates of Globus’s pro forma weighted average cost of capital, Goldman Sachs discounted to present value as of December 31, 2022 (i) estimates of unlevered free cash flow for Globus pro forma for the Merger for the fiscal years 2023 through 2027, as reflected in the Globus Pro Forma Projections and (ii) a range of illustrative terminal values for Globus, as of December 31, 2027, which were calculated by applying terminal year NTM EBITDA, adjusted to exclude stock-based compensation, litigation expenses and settlements, costs related to acquisitions, costs related to licensing and acquisition of in-process research and development and non-recurring and other significant one-time items (the “Globus Pro Forma Adjusted EBITDA”) exit multiples ranging from 13.5x to 15.5x, to a terminal year estimate of the NTM Globus Pro Forma Adjusted EBITDA to be generated by Globus on a pro forma basis, as reflected in the Globus Pro Forma Projections (which analysis implied perpetuity growth rates ranging from 3.9% to 6.4%). The

 

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range of terminal year NTM Globus Pro Forma Adjusted EBITDA exit multiples was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account historical trading multiples of Globus and NuVasive for February 2020 through February 2023. Goldman Sachs derived such discount rates by application of the CAPM, which requires certain company-specific inputs, including Globus’s pro forma target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for Globus pro forma for the Merger, as well as certain financial metrics for the United States financial markets generally.    

Goldman Sachs derived ranges of illustrative enterprise values for Globus pro forma for the Merger by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative pro forma enterprise values it derived for Globus, the pro forma net debt (including the NPV of the NuVasive Contingent Liabilities, the NPV of the Globus Contingent Liabilities and estimate transaction fees with respect to the Merger) of Globus as of December 31, 2022, as provided by and approved for Goldman Sachs’ use by the management of Globus, to derive a range of illustrative equity values for Globus on a pro forma basis. Goldman Sachs then divided the range of illustrative equity values it derived by the pro forma number of fully diluted outstanding shares of Globus Common Stock, as provided by and approved for Goldman Sachs’ use by the management of Globus, using the treasury stock method, to derive a range of illustrative present values per share of Globus Class A Common Stock ranging from $77.66 to $93.53.

Illustrative Present Value of Future Share Price Analysis – Globus Pro Forma

Using the Globus Pro Forma Projections, Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of Globus Class A Common Stock pro forma for the Merger. For this analysis, Goldman Sachs first calculated the implied enterprise value for Globus pro forma for the Merger as of December 31 for each of the fiscal years 2023 through 2025, by applying a range of multiples of illustrative EV to NTM Globus Pro Forma Adjusted EBITDA (“NTM EV / Globus Pro Forma Adjusted EBITDA”) of 13.5x to 15.5x to estimates of Globus’s NTM Globus Pro Forma Adjusted EBITDA on a pro forma basis for each of the fiscal years 2023 through 2025. This illustrative range of NTM EV / Globus Pro Forma Adjusted EBITDA multiple estimates was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical NTM EV / Globus Pro Forma Adjusted EBITDA multiples for Globus and NuVasive for February 2020 through February 2023.

Goldman Sachs then subtracted the amount of Globus’s pro forma net debt (including the NPV of the NuVasive Contingent Liabilities, the NPV of the Globus Contingent Liabilities and estimate transaction fees with respect to the Merger), for each of the fiscal years 2023 through 2025, each as provided by and approved for Goldman Sachs’ use by the management of Globus, from the respective implied enterprise values in order to derive a range of illustrative equity values as of December 31 for Globus on a pro forma basis for each of the fiscal years 2023 through 2025. Goldman Sachs then divided these implied equity values by the projected year-end number of fully diluted outstanding shares of Globus Common Stock on a pro forma basis for each of fiscal years 2023 through 2025, calculated using information provided by and approved for Goldman Sachs’ use by the management of Globus, to derive a range of implied future values per share of Globus Class A Common Stock on a pro forma basis. Goldman Sachs then discounted these implied future equity values per share of Globus Class A Common Stock to December 31, 2022, using an illustrative discount rate of 9.7%, reflecting an estimate of Globus’s pro forma cost of equity. Goldman Sachs derived such discount rate by application of the CAPM, which requires certain company-specific inputs, including a beta for Globus and NuVasive, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values of $69.62 to $85.58 per share of Globus Class A Common Stock pro forma for the Merger.

General

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without

 

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considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Globus or NuVasive or the Merger.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs providing its opinion to the Globus Board as to the fairness from a financial point of view to Globus, as of February 8, 2023, of the Exchange Ratio pursuant to the Merger Agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Globus, NuVasive, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecasts.

The Exchange Ratio was determined through arm’s-length negotiations between Globus and NuVasive and was approved by the Globus Board. Goldman Sachs provided advice to Globus during these negotiations. Goldman Sachs did not, however, recommend any specific exchange ratio to Globus or the Globus Board or that any specific exchange ratio constituted the only appropriate exchange ratio for the Merger.

As described above, Goldman Sachs’ opinion to the Globus Board was one of many factors taken into consideration by the Globus Board in making its determination to approve the Merger Agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex C.

Goldman Sachs and its affiliates are engaged in advisory, underwriting, lending and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Globus, NuVasive and any of their respective affiliates and third parties, including affiliates of Mr. David C. Paul, a significant stockholder of Globus, or any currency or commodity that may be involved in the transactions contemplated by the Merger Agreement. Goldman Sachs acted as financial advisor to Globus in connection with, and participated in certain of the negotiations leading to, the transactions contemplated by the Merger Agreement. During the two-year period ended February 8, 2023, Goldman Sachs Investment Banking has not been engaged by Globus or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. During the two-year period ended February 8, 2023, Goldman Sachs Investment Banking has not been engaged by NuVasive or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. During the two-year period ended February 8, 2023, Goldman Sachs Investment Banking has not been engaged by Mr. David C. Paul or his affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to Globus, NuVasive, Mr. David C. Paul and their respective affiliates for which Goldman Sachs Investment Banking may receive compensation.

The Globus Board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Merger. Pursuant to a letter agreement dated January 30, 2023, Globus engaged Goldman Sachs to act as its financial advisor in connection with the Merger. The engagement letter between Globus and Goldman Sachs provides for a

 

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transaction fee of $6.0 million, all of which is contingent upon consummation of the Merger. In addition, Globus has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Opinion of NuVasive’s Financial Advisor

Opinion of BofA Securities, Inc.

NuVasive has retained BofA Securities to act as NuVasive’s financial advisor in connection with the Merger. BofA Securities is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. NuVasive selected BofA Securities to act as NuVasive’s financial advisor in connection with the Merger on the basis of BofA Securities’ experience in transactions similar to the Merger, its reputation in the investment community and its familiarity with NuVasive and its business.

On February 8, 2023, at a meeting of the NuVasive Board held to evaluate the Merger, BofA Securities delivered to the NuVasive Board an oral opinion, which was confirmed by delivery of a written opinion dated February 8, 2023, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the Exchange Ratio provided for in the Merger was fair, from a financial point of view, to holders of NuVasive Common Stock.

The full text of BofA Securities’ written opinion to the NuVasive Board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex D to this document and is incorporated by reference herein in its entirety. The following summary of BofA Securities’ opinion is qualified in its entirety by reference to the full text of the opinion. BofA Securities delivered its opinion to the NuVasive Board for the benefit and use of the NuVasive Board (in its capacity as such) in connection with and for purposes of its evaluation of the Exchange Ratio from a financial point of view. BofA Securities’ opinion does not address any other aspect of the Merger and no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to NuVasive or in which NuVasive might engage or as to the underlying business decision of NuVasive to proceed with or effect the Merger. BofA Securities’ opinion does not address any other aspect of the Merger and does not constitute a recommendation to any stockholder as to how to vote or act in connection with the proposed Merger or any related matter.

In connection with rendering its opinion, BofA Securities:

 

  (1)

reviewed certain publicly available business and financial information relating to NuVasive and Globus;

 

  (2)

reviewed certain internal financial and operating information with respect to the business, operations and prospects of NuVasive furnished to or discussed with BofA Securities by the management of NuVasive, including certain financial forecasts relating to NuVasive prepared by the management of NuVasive (the Revised NuVasive Standalone Projections, as defined and summarized in the section entitled “—Certain NuVasive Unaudited Prospective Financial Information”);

 

  (3)

reviewed certain internal financial and operating information with respect to the business, operations and prospects of Globus furnished to or discussed with BofA Securities by the management of Globus, including certain financial forecasts relating to Globus prepared by the management of Globus (the Globus Standalone Projections, as defined and summarized in the section entitled “—Certain Globus Unaudited Prospective Financial Information”);

 

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  (4)

reviewed certain estimates as to the amount and timing of cost savings and revenue enhancements anticipated by the management of NuVasive to result from the Merger (the Assumed Synergies and Dis-synergies, as defined and summarized in the section entitled “—Certain NuVasive Unaudited Prospective Financial Information”);

 

  (5)

discussed the past and current business, operations, financial condition and prospects of NuVasive with members of senior management of NuVasive, and discussed the past and current business, operations, financial condition and prospects of Globus with members of senior management of NuVasive and Globus;

 

  (6)

reviewed the potential pro forma financial impact of the Merger on the future financial performance of Globus, including the potential effect on Globus’s estimated earnings per share;

 

  (7)

reviewed the trading histories for NuVasive Common Stock and Globus Class A Common Stock and a comparison of such trading histories with each other and with the trading histories of other companies BofA Securities deemed relevant;

 

  (8)

compared certain financial and stock market information of NuVasive and Globus with similar information of other companies BofA Securities deemed relevant;

 

  (9)

reviewed the relative financial contributions of NuVasive and Globus to the future financial performance of the Combined Company on a pro forma basis;

 

  (10)

reviewed a draft, dated February 8, 2023, of the Merger Agreement referred to in this section of this proxy statement/prospectus as the Draft Agreement; and

 

  (11)

performed such other analyses and studies and considered such other information and factors as BofA Securities deemed appropriate.

In arriving at its opinion, BofA Securities assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of the managements of NuVasive and Globus that they were not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Revised NuVasive Standalone Projections and Assumed Synergies and Dis-synergies, BofA Securities was advised by NuVasive, and assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of NuVasive as to the future financial performance of NuVasive and other matters covered thereby. With respect to the Globus Standalone Projections, BofA Securities was advised by Globus, and assumed, with NuVasive’s consent, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Globus as to the future financial performance of Globus. BofA Securities relied, at the direction of NuVasive, on the assessments of the management of NuVasive as to NuVasive’s and Globus’s ability to achieve the Assumed Synergies and Dis-synergies and was advised by NuVasive, and assumed, that the Assumed Synergies and Dis-synergies will be realized in the amounts and at the times projected. BofA Securities did not make or was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of NuVasive or Globus, nor did it make any physical inspection of the properties or assets of NuVasive or Globus. BofA Securities did not evaluate the solvency or fair value of NuVasive or Globus under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Securities assumed, at the direction of NuVasive, that the Merger would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Merger, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on NuVasive, Globus or the contemplated benefits of the Merger. BofA Securities also assumed, at the direction of NuVasive, that the final executed Agreement did not differ in any material respect from the Draft Agreement reviewed by BofA Securities.

 

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BofA Securities expressed no view or opinion as to any terms or other aspects of the Merger (other than the Exchange Ratio to the extent expressly specified in its opinion), including, without limitation, the form or structure of the Merger. BofA Securities was not requested to, and it did not, solicit indications of interest or proposals from third parties regarding a possible acquisition of all or any part of NuVasive or any alternative transaction. BofA Securities’ opinion was limited to the fairness, from a financial point of view, of the Exchange Ratio to the holders of NuVasive Common Stock and no opinion or view was expressed with respect to any consideration received in connection with the Merger by the holders of any class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the Merger, or class of such persons, relative to the Exchange Ratio. Furthermore, no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to NuVasive or in which NuVasive might engage or as to the underlying business decision of NuVasive to proceed with or effect the Merger. BofA Securities did not express any opinion as to what the value of Globus Class A Common Stock actually would be when issued or the prices at which NuVasive Common Stock or Globus Class A Common Stock would trade at any time, including following announcement or consummation of the Merger. BofA Securities did not express any view or opinion with respect to, and relied, with NuVasive’s consent, upon the assessments of NuVasive and its representatives regarding, legal, regulatory, accounting, tax and similar matters relating to NuVasive or the Merger, as to which matters BofA Securities understood that NuVasive had obtained such advice as NuVasive deemed necessary from qualified professionals. In addition, BofA Securities expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the Merger or any related matter. Except as described in this summary, NuVasive imposed no other limitations on the investigations made or procedures followed by BofA Securities in rendering its opinion.

BofA Securities’ opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Securities as of, the date of its opinion. It should be understood that subsequent developments may affect its opinion, and BofA Securities does not have any obligation to update, revise or reaffirm its opinion. The issuance of BofA Securities’ opinion was approved by a fairness opinion review committee of BofA Securities.

The following represents a brief summary of the material financial analyses presented by BofA Securities to the NuVasive Board in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Securities, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Securities. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Securities.

Summary of Material NuVasive Financial Analysis

Selected Publicly Traded Companies Analysis. BofA Securities reviewed publicly available financial and stock market information for NuVasive and the following six publicly traded companies in the medical devices sector:

 

   

Smith & Nephew plc

 

   

Globus Medical, Inc. (Globus)

 

   

Integra LifeSciences Holdings Corp.

 

   

CONMED Corp

 

   

Orthofix Medical Inc.

 

   

ZimVie Inc.

 

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BofA Securities reviewed, among other things, enterprise values of the selected publicly traded companies, calculated as equity values based on closing stock prices on February 7, 2023 for the selected publicly traded companies other than for Orthofix Medical Inc., and based on closing stock price on October 10, 2022 for Orthofix Medical Inc., plus debt, and less cash and cash equivalents, as a multiple of calendar year 2023 estimated earnings before interest, taxes, depreciations and amortization, commonly referred to as “EBITDA”, excluding certain non-recurring and other significant one-time items and stock-based compensation, referred to herein as “adjusted EBITDA.” BofA Securities also reviewed per share equity values, based on closing stock prices on February 7, 2023, of the selected publicly traded companies other than for Orthofix Medical Inc., and based on closing stock price on October 10, 2022 of Orthofix Medical Inc., as a multiple of calendar year 2023 estimated earnings per share, unburdened for amortization of intangible assets and certain non-recurring and other significant one-time items, referred to herein as “adjusted EPS.”

 

Selected Publicly Traded Companies

   2023E Enterprise
Value / EBITDA
     2023E
P/E
 

Smith & Nephew plc

     10.2x        16.5x  

Globus Medical, Inc. (Globus)

     18.5x        33.2x  

Integra LifeSciences Holdings Corp.

     12.8x        16.8x  

CONMED Corp

     18.5x        31.8x  

Orthofix Medical Inc.

     5.0x        26.8x  

ZimVie Inc.

     5.3x        8.1x  

Mean

     11.7x        22.2x  

Median

     11.5x        21.8x  

The overall low to high calendar year 2023 estimated adjusted EBITDA multiples observed for the selected publicly traded companies were 5.0x to 18.5x (with a mean of 11.7x and a median of 11.5x). The overall low to high calendar year 2023 estimated adjusted EPS multiples observed for the selected publicly traded companies were 8.1x to 33.2x (with a mean of 22.2x and a median of 21.8x).

BofA Securities then (i) applied calendar year 2023 adjusted EBITDA multiples of 9.0x to 13.0x derived from the selected publicly traded companies to NuVasive’s estimated adjusted EBITDA, calculated as Adjusted Operating Income (as described in the section entitled “—Certain NuVasive Unaudited Prospective Financial Information”), plus stock-based compensation and depreciation, of $313 million for calendar year 2023 and (ii) applied calendar year 2023 adjusted EPS multiples of 19.0x to 23.0x derived from the selected publicly traded companies to NuVasive’s calendar year 2023 Adjusted EPS (as described in the section entitled “—Certain NuVasive Unaudited Prospective Financial Information”) of $2.28 for the calendar year 2023, respectively, to determine implied per share equity values. Estimated financial data of the selected publicly traded companies were based on publicly available research analysts’ estimates, and estimated financial data of NuVasive were based on the Revised NuVasive Standalone Projections. This analysis indicated the following approximate implied per share equity value reference range for NuVasive, as compared to the per share price of NuVasive Common Stock implied by the Exchange Ratio, based on the closing price of Globus Class A Common Stock on February 7, 2023:

 

Implied Per Share Equity Value Reference Ranges for NuVasive   

Per Share Price Implied by

Exchange Ratio

    

 

2023E

            EV  /Adj. EBITDA            

  

2023E

               Price /Adj. EPS              

  $40.00 - $63.25    $43.25 - $52.50    $58.41

No company used in this analysis is identical or directly comparable to NuVasive. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which NuVasive was compared.

Discounted Cash Flow Analysis. BofA Securities performed a discounted cash flow analysis of NuVasive to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that NuVasive was

 

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forecasted to generate during NuVasive’s fiscal years 2023 through 2027 based on the Revised NuVasive Standalone Projections. BofA Securities calculated terminal values for NuVasive by applying last-twelve-month EBITDA terminal multiples of 9.5x to 11.5x to NuVasive’s fiscal year 2027 estimated adjusted EBITDA, which implied a perpetuity growth rate ranging between 5.2% and 6.4%. The cash flows and terminal values were then discounted to present value as of December 31, 2022, assuming a mid-period convention for cash flows, using discount rates ranging from 9.0% to 11.0%. From the resulting enterprise values, BofA Securities deducted net debt as of the end of the fourth quarter of fiscal year 2022 (treating the amount of the 2023 Convertible Notes, defined below in the section entitled “—Call Spread Transactions,” and the amount of NuVasive’s convertible senior notes due 2025, as debt) to derive equity values. This analysis indicated the following approximate implied per share equity value reference ranges for NuVasive as compared to the per share price of NuVasive Common Stock implied by the Exchange Ratio, based on the closing price of Globus Class A Common Stock on February 7, 2023:

 

Implied Per Share Equity Value    Per Share Price Implied by Exchange

Reference Ranges for NuVasive

  

Ratio

$43.00 - $59.50    $58.41

Other Factors. BofA Securities also noted certain additional factors that were not considered part of BofA

Securities’ material financial analyses with respect to its opinion but were referenced for informational purposes, including, among other things, the following:

 

   

selected precedent transactions announced between April 27, 2011 and October 11, 2022 involving target companies in the medical devices industry and (i) the enterprise values of such target companies, as a multiple of each such target company’s adjusted EBITDA for the last twelve months prior to the announcement date of the respective transaction, which indicated an implied per share equity value reference range for NuVasive Common Stock of $44.00 to $59.25 and (ii) the premium to the 30-day volume-weighted average price of the shares of each such target company, which indicated an implied per share equity value reference range for NuVasive Common Stock of $52.25 to $56.75;

 

   

historical trading prices of NuVasive Common Stock during the 52-week period ended February 7, 2023, which ranged from $35.68 to $59.75; and

 

   

publicly available equity research analyst price targets for NuVasive Common Stock available as of February 7, 2023, which had a price target range (discounted one year by a 10.5% cost of equity) of $34.50 to $57.00 per share.

Summary of Material Globus Financial Analyses

Selected Publicly Traded Companies Analysis. BofA Securities reviewed publicly available financial and stock market information for Globus and the following 7 publicly traded companies in the medical devices sector:

 

   

ResMed Inc.

 

   

Cooper Companies, Inc.

 

   

Masimo Corp

 

   

Staar Surgical Co

 

   

CONMED Corp

 

   

NuVasive, Inc. (NuVasive)

 

   

Vericel Corp

BofA Securities reviewed, among other things, enterprise values of the selected publicly traded companies, calculated as equity values based on closing stock prices on February 7, 2023, plus debt, and less cash and cash

 

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equivalents, as a multiple of calendar year 2023 estimated adjusted EBITDA. BofA Securities also reviewed per share equity values, based on closing stock prices on February 7, 2023, of the selected publicly traded companies as a multiple of calendar year 2023 estimated adjusted EPS.

 

     2023E Enterprise    2023E

Selected Publicly Traded Companies

  

Value / EBITDA

  

P/E

ResMed Inc.    22.6x    35.0x
Cooper Companies, Inc.    18.8x    27.9x
Masimo Corp    24.5x    39.4x
Staar Surgical Co    42.3x    59.4x
CONMED Corp    18.5x    31.8x
NuVasive, Inc. (NuVasive)    10.5x    20.7x
Vericel Corp    36.4x    NM
Mean    24.8x    35.7x
Median    22.6x    33.4x

The overall low to high calendar year 2023 estimated EBITDA multiples observed for the selected publicly traded companies were 10.5x to 42.3x (with a mean of 24.8x and a median of 22.6x). The overall low to high calendar year 2023 estimated adjusted EPS multiples observed for the selected publicly traded companies were

20.7x to 59.4x (with a mean of 35.7x and a median of 33.4x).

BofA Securities then (i) applied calendar year 2023 adjusted EBITDA multiples of 17.5x to 22.0x derived from the selected publicly traded companies to Globus’s calendar year 2023 estimated adjusted EBITDA of $374 million and (ii) applied calendar year 2023 adjusted EPS multiples of 27.0x to 35.0x derived from the selected publicly traded companies to Globus’s calendar year 2023 estimated adjusted EPS of $2.30, respectively, to determine implied per share equity values. Estimated financial data of the selected publicly traded companies were based on publicly available research analysts’ estimates, and estimated financial data of Globus were based on the Globus Standalone Projections. This analysis indicated the following approximate implied per share equity value reference range for Globus, as compared to the closing price of Globus Class A Common Stock on February 7, 2023:

 

Implied Per Share Equity Value Reference Ranges for Globus

    

2023E

            EV / Adj. EBITDA            

  

2023E

Price / Adj. EPS

  

Closing Price of Globus Class A
Common Stock on February 7, 2023

$72.50 - $87.75    $62.00 - $80.50    $77.88

No company used in this analysis is identical or directly comparable to Globus. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which Globus was compared.

 

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Discounted Cash Flow Analysis. BofA Securities performed a discounted cash flow analysis of Globus to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that Globus was forecasted to generate during Globus’s fiscal years 2023 through 2027 based on the Globus Standalone Projections. BofA Securities calculated terminal values for Globus by applying terminal multiples of 18.0x to 22.0x to Globus’s fiscal year 2027 estimated adjusted EBITDA, which implied a perpetuity growth rate ranging between 6.0% and 7.4%. The cash flows and terminal values were then discounted to present value as of December 31, 2022, assuming a mid-period convention for cash flows, using discount rates ranging from 8.5% to 10.5%. From the resulting enterprise values, BofA Securities deducted net debt as of the end of the fourth quarter of fiscal year 2022 to derive equity values. This analysis indicated the following approximate implied per share equity value reference ranges for Globus as compared to the closing price of Globus Class A Common Stock on February 7, 2023:

 

Implied Per Share Equity Value    Closing Trading Price of Globus Class A

Reference Range for Globus

  

Common Stock on February 7, 2023

$72.75 - $91.00    $77.88

Other Factors. BofA Securities also noted certain additional factors that were not considered part of BofA

Securities’ material financial analyses with respect to its opinion but were referenced for informational purposes, including, among other things, the following:

 

   

historical trading prices of Globus Class A Common Stock during the 52-week period ended February 7, 2023, which ranged from $53.08 to $81.37;

 

   

publicly available equity research analyst price targets for Globus Class A Common Stock available as of February 7, 2023, which had a price target range (discounted one year by a 9.5% cost of equity) of $59.25 to $82.25 per share.

Summary of Material Relative Financial Analyses

Implied Exchange Ratio Analysis—Selected Companies Analysis. Utilizing the implied per share equity value reference ranges derived for NuVasive and Globus described above under “—Summary of Material NuVasive Financial Analyses—Selected Publicly Traded Companies Analysis” for each of NuVasive and Globus, as applicable, by dividing the low endpoint and the high endpoint of the per share equity reference range derived for NuVasive by the high endpoint and low endpoint of the per share equity reference range derived for Globus, respectively, BofA Securities calculated an approximate implied exchange ratio reference range. This analysis indicated the following approximate implied exchange ratio reference range, as compared to the Exchange Ratio:

 

Implied Exchange Ratio

     Exchange Ratio  

2023E

EV/Adj. EBITDA

   2023E
Price / Adj. EPS
 

0.456x - 0.872x

     0.537x - 0.847x        0.750x  

Implied Exchange Ratio Analysis—Discounted Cash Flow Analysis. Utilizing the implied per share equity value reference ranges derived for NuVasive and Globus described above under “—Summary of Material NuVasive Financial Analyses—Discounted Cash Flow Analysis” for each of NuVasive and Globus, as applicable, by dividing the low endpoint and the high endpoint of the per share equity reference range derived for NuVasive by the high endpoint and low endpoint of the per share equity reference range derived for Globus, respectively, BofA Securities calculated approximate implied exchange ratio reference range. This analysis indicated the following approximate implied exchange ratio reference range, as compared to the Exchange Ratio:

 

Implied Exchange Ratio Discounted Cash Flow

Analysis

   Exchange Ratio  

0.473x – 0.818x

     0.750x  

 

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Has/Gets Analysis. BofA Securities performed a has/gets analysis to calculate the theoretical change in value for holders of NuVasive Common Stock resulting from the Merger based on a comparison of (i) the 100% ownership by holders of NuVasive Common Stock of NuVasive on a stand-alone basis and (ii) the pro forma ownership by holders of NuVasive Common Stock of Globus after giving effect to the Merger.

For the NuVasive Common Stock on a stand-alone basis, BofA Securities used the implied reference range indicated in its discounted cash flow analysis described above under “—Summary of NuVasive Financial Analyses—Discounted Cash Flow Analysis.” BofA Securities then performed the same analysis by calculating the range of implied per share equity values allocable to holders of NuVasive Common Stock on a pro forma basis, giving effect to the Merger, by assuming approximately 28.1% pro forma ownership, based on the number of Globus Class A Common Stock estimated to be issued to holders of NuVasive Common Stock in the Merger, utilizing the results of the standalone discounted cash flow analyses for NuVasive and Globus described above under “ —Summary of Material NuVasive Financial Analyses—Discounted Cash Flow Analysis” and “—Summary of Material Globus Financial Analyses—Discounted Cash Flow Analysis,” and taking into account the net present value of the Assumed Synergies and Dis-synergies and the decreased cash from the Merger to the Combined Company. BofA Securities calculated the approximate net present value of Assumed Synergies and Dis-synergies to the Combined Company as of December 31, 2022 using a discount rate range of 9.0% to 11.0%. Per NuVasive management guidance, the analysis assumed a terminal value for the Assumed Synergies and Dis-synergies beyond 2027 assuming a range of perpetuity growth rates of 2.0% to 3.0%.

This analysis indicated the following approximate implied pro forma per share equity value reference range for NuVasive Common Stock giving effect to the Merger, based on the Exchange Ratio, for each share of NuVasive Common Stock, compared to the range of implied per share equity values for NuVasive Common Stock on a standalone basis:

 

     Per Share Equity Value Reference Ranges for
NuVasive Common Stock
 

Stand-Alone

   $ 43.00 - $59.50  

Pro Forma

   $ 56.80 - $75.15  

Other Factors. BofA Securities also noted certain additional factors that were not considered part of BofA Securities’ material financial analyses with respect to its opinion but were referenced for informational purposes, including, among other things, the following:

 

   

using the historical trading prices of NuVasive Common Stock and Globus Class A Common Stock described above, BofA Securities calculated an approximate implied exchange ratio reference range of 0.438x to 1.126x;

 

   

using publicly available equity research analyst price targets for NuVasive Common Stock and Globus Class A Common Stock described above, BofA Securities calculated an approximate implied exchange ratio reference range of 0.419x to 0.962x.

Miscellaneous. As noted above, the discussion set forth above under “—Summary of Material NuVasive Financial Analyses,” “—Summary of Material Globus Financial Analyses” and “—Summary of Material Relative Financial Analyses” is a summary of the material financial analyses presented by BofA Securities to the NuVasive Board in connection with its opinion and is not a comprehensive description of all analyses undertaken by BofA Securities in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Securities believes that its analyses summarized above must be considered as a whole. BofA Securities further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view

 

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of the processes underlying BofA Securities’ analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Securities considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of NuVasive and Globus. The estimates of the future performance of NuVasive in or underlying BofA Securities’ analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Securities’ analyses. These analyses were prepared solely as part of BofA Securities’ analysis of the fairness, from a financial point of view, of the Exchange Ratio and were provided to the NuVasive Board in connection with the delivery of BofA Securities’ opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Securities’ view of the actual values of NuVasive or Globus.

The type and amount of consideration payable in the Merger was determined through negotiations between NuVasive and Globus, rather than by any financial advisor, and was approved by the NuVasive Board. The decision to enter into the Merger agreement was solely that of the NuVasive Board. As described above, BofA Securities’ opinion and analyses were only one of many factors considered by the NuVasive Board in its evaluation of the proposed Merger and should not be viewed as determinative of the views of the NuVasive Board or management with respect to the Merger or the Exchange Ratio.

NuVasive has agreed to pay BofA Securities for its services in connection with the Merger an aggregate fee, which is estimated, based on the information available as of the date of announcement, to be approximately $27 million, $3 million of which was payable upon delivery of its opinion and the remainder of which is contingent upon the completion of the Merger. NuVasive also has agreed to reimburse BofA Securities for its expenses incurred in connection with BofA Securities’ engagement and to indemnify BofA Securities, any controlling person of BofA Securities and each of their respective directors, officers, employees, agents and affiliates against specified liabilities, including liabilities under the federal securities laws.

BofA Securities and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Securities and its affiliates invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in the equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of NuVasive, Globus and certain of their respective affiliates.

BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to NuVasive and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as financial advisor to NuVasive in connection with certain mergers and acquisition transactions, (ii) having acted or acting as an administrative agent, bookrunner and/or arranger for, and/or as a lender under, certain letters of credit, credit facilities and other credit arrangements of NuVasive and/or certain of its affiliates, (iii) having provided or providing certain derivatives, foreign exchange and other trading services to NuVasive and/or certain of its affiliates, and (iv) having provided or providing certain treasury management products and services to NuVasive and/or certain of its affiliates. In addition, BofA Securities have maintained, currently are maintaining, and in the future may maintain, commercial (including vendor and/or customer) relationships with NuVasive and/or certain of its affiliates. From February 1, 2021 through January 31, 2023, BofA Securities and its affiliates

 

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derived aggregate revenues from NuVasive and certain of its affiliates of approximately $6 million for investment and corporate banking services.

In addition, BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to Globus and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as a lender under certain letters of credit, credit and leasing facilities and other credit arrangements of Globus and/or certain of its affiliates, (ii) provided or providing certain foreign exchange and other trading services to Globus and/or certain of its affiliates, and (iii) having provided or providing certain treasury management products and services to Globus and/or certain of its affiliates. From February 1, 2021 through January 31, 2023, BofA Securities and its affiliates derived aggregate revenues from Globus and certain of its affiliates of approximately $3 million for investment and corporate banking services.

Call Spread Transactions

Concurrent with NuVasive’s issuance in June 2020 of $450 million aggregate principal amount of 1.00% convertible senior notes due 2023 (the “2023 Convertible Notes”), NuVasive entered into separate convertible bond hedge transactions (the “Convertible Bond Hedge Transactions”) and issuer warrant transactions (the “Issuer Warrant Transactions” and, collectively with the Convertible Bond Hedge Transactions, the “Call Spread Transactions”) with four banks (each a “Call Spread Counterparty” and collectively, the “Call Spread Counterparties”), including Bank of America, N.A. (“BANA”), an affiliate of BofA Securities, acting as principal for its own account in respect of 20% of the Call Spread Transactions.

The Convertible Bond Hedge Transactions consisted of the purchase by NuVasive from the Call Spread Counterparties of call options in respect of the number of shares of NuVasive Common Stock initially underlying the 2023 Convertible Notes, expiring when the Notes mature (i.e., June 1, 2023), and with an initial strike price equal to the initial conversion price of the 2023 Convertible Notes of approximately $84.1907. The Issuer Warrant Transactions consist of the sale by NuVasive to such Call Spread Counterparties of warrants in respect of the same number of shares of NuVasive Common Stock and with an initial strike price of $104.8410. The strike prices of the Convertible Bond Hedge Transactions and Issuer Warrant Transactions are subject to certain adjustments. Because the Convertible Bond Hedges expire and the 2023 Convertible Notes mature on June 1, 2023, it is possible that neither the Convertible Bond Hedges nor the 2023 Convertible Notes will remain outstanding by the time the Merger is consummated. The Issuer Warrant Transactions expire over a series of expiration dates commencing September 1, 2023 and ending November 27, 2023.

If the Merger is consummated prior to maturity of the 2023 Convertible Notes, the 2023 Convertible Notes would become convertible into the acquirer’s shares and the Convertible Bond Hedge Transactions would similarly become exercisable for the acquirer’s shares. To the extent that the post-merger volatility of the acquirer’s shares were to exceed the volatility of NuVasive Common Stock before the announcement of the merger, the fair value of the Call Spread Counterparties’ liabilities under the Convertible Bond Hedge Transactions would increase, and to the extent the post-merger volatility of the acquirer’s shares were less than the volatility of NuVasive Common Stock before the announcement of the merger, the fair value of the Call Spread Counterparties’ liabilities under the Convertible Bond Hedge Transaction would decrease.

Following the announcement or consummation of the Merger, the Call Spread Counterparties may adjust the terms of the Issuer Warrant Transactions to preserve the fair value of the Transactions after taking into account the announcement or consummation. Each Call Spread Counterparty will determine, in good faith and in a commercially reasonable manner as calculation agent with respect to its Issuer Warrant Transaction, the economic effect of such an announcement or consummation on the value of its Issuer Warrant Transaction and may take into account a number of factors, including, for example, the date of the announcement (and the remaining term of the Issuer Warrant Transactions at that time), the stock price and changes in volatility, stock loan rate, liquidity and expected dividends of NuVasive Common Stock. Upon consummation of the Merger, the

 

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Issuer Warrant Transactions will become convertible into the acquirer’s shares. Each Call Spread Counterparty must also make additional adjustments to its Issuer Warrant Transaction following the announcement of a change to the Merger (including the withdrawal, abandonment or discontinuation of the Merger).

Under the Call Spread Transactions to which it is a counterparty, BANA has market exposure to the price of shares of NuVasive Common Stock. It is standard industry practice, and BANA’s ordinary practice, to engage in hedging activities to reduce market exposure to the price of the common stock underlying derivative transactions such as the Call Spread Transactions. Such hedging includes BANA or its affiliates either purchasing or selling shares of the NuVasive Common Stock or related instruments to offset the exposure to the NuVasive Common Stock that BANA has under the Call Spread Transactions. BANA’s hedging is intended to substantially reduce BANA’s exposure under the Call Spread Transactions to changes in the price of shares of the NuVasive Common Stock.

Hedging does not fully offset every risk or change in market conditions. Hedging is designed to offset a range of normal price movements under a range of typical market conditions, based on publicly available information, and thus might not fully offset extraordinary market events or conditions (such as the announcement or consummation of a merger transaction) that might have a material effect on the price, volatility or other characteristics of NuVasive Common Stock. BANA’s hedging activity is at its own risk and might result in a loss or profit to BANA in an amount that might be less than or greater than the expected contractual benefit or loss to BANA under the Call Spread Transactions it entered into. BANA’s ultimate loss or profit with respect to the Call Spread Transactions after taking into account its hedging activity would depend on many factors, including the original net premium received by BANA for the Call Spread Transactions, the price at which BANA established its initial hedge position in respect of the Call Spread Transactions, the deliveries or payments made or received pursuant to the Call Spread Transactions, the profit and loss realized by BANA in connection with rebalancing its stock hedge positions during the term of the Call Spread Transactions (such rebalancing occurring as frequently as intra-day), and the premium or other amounts paid, and payments received, in connection with entering into or maintaining any option position or other derivative transaction used to hedge the Call Spread Transactions, the volatility of shares of the NuVasive Common Stock and the prices at which BANA would close out these hedge positions. The amount of any loss or profit would not be known until all of the Call Spread Transactions to which BANA is a party have been exercised, expired or terminated and BANA has completed all of its related hedge unwind activities. In accordance with industry practices, BofA Securities maintains an enterprise information wall reasonably designed to prevent the unauthorized disclosure of confidential information by or to employees in its investment banking division to or by employees on the “public” side of BofA Securities, including the employees who undertake these hedging and other market transactions. However, a portion of any gain or loss BANA experiences with respect to the Call Spread Transactions, including any termination payment, may be shared with BofA Securities’ investment banking division.

BANA has advised NuVasive that the announcement or occurrence of an acquisition transaction may cause BANA to recognize contractual benefits or losses in connection with the Call Spread Transactions. In particular, BANA may recognize a benefit or loss owing to changes in the volatility of the shares of NuVasive Common Stock before announcement of the Merger relative to the volatility post announcement, (including of the acquiror’s shares post consummation of the Merger) and the impact of such change on the value of the Convertible Bond Hedge Transactions. However, as noted above, under the Issuer Warrant Transaction, BANA is required to make an adjustment to preserve the transaction’s fair value after taking into account the Merger (or announcement thereof). As a result, BANA may suffer a contractual loss on its Convertible Bond Hedge Transactions, but have to forgo a contractual benefit on the Issuer Warrant Transactions. For instance, BANA has advised NuVasive that, based on certain specified assumptions (including a share price of $55.00), if the volatility of NuVasive Common Stock increased as a result of the announcement or occurrence of the Merger by 10% from 50% to 60%, BANA’s portion of the liability under the Convertible Bond Hedge Transactions could increase in value in favor of NuVasive (or its successor) by approximately $566,000. By contrast, while the value of the Issuer Warrant Transactions to BANA on those same assumptions could increase by approximately $1.1 million, BANA would be required to adjust the Issuer Warrant Transactions to preserve the fair value of

 

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such transactions to NuVasive, thereby depriving BANA of such increase in value.    As a further illustrative example, BANA has advised NuVasive that, based on those same assumptions and assumed change in volatility but with an assumed stock price of $60.00, BANA’s portion of the liability under the Convertible Bond Hedge Transactions could increase in value by approximately $857,000 and the value of the Issuer Warrant Transactions could increase by approximately $1.5 million.

BANA advised NuVasive that, as the value changes described in the prior paragraph illustrate, the impact of any such changes to the Call Spread Transactions is likely to be limited because NuVasive’s stock price was well below the strike prices for each Call Spread Transaction and, as noted above, the Convertible Bond Hedge Transactions will expire in June 2023 and the Issuer Warrant Transactions expire in September to November 2023, all of which limits the value of the Call Spread Transactions (and therefore the amount of any potential adjustments) as a whole. However, the amount of any such contractual benefit or loss to BANA will depend on a number of factors as described above, including market conditions at the time, BANA’s hedging activities and when the Merger occurs relative to the maturities of the Convertible Bond Hedge Transactions and Issuer Warrant Transactions. There can be no assurance that the market assumptions used in calculating such contractual benefit or loss to BANA will match or approximate actual market conditions and, thus, the actual magnitude of any benefit or loss to BANA may be greater or less than such estimate. The amount of any such contractual benefit or loss will not be known until the Call Spread Transactions have been exercised, expired or terminated in accordance with their terms and BANA and its affiliates have completed all of their unwind activities.

The indenture governing the 2023 Convertible Notes and the confirmations containing the terms of the Call Spread Transactions were included as exhibits to NuVasive’s report on Form 8-K filed by NuVasive with the SEC on May 27, 2020. All references in this section captioned “—Call Spread Transactions” to share counts, conversion prices and strike prices may change from time to time in accordance with the terms of the relevant confirmations.

Certain Globus Unaudited Prospective Financial Information

Other than its financial guidance and business outlook provided in connection with its quarterly earnings announcements, Globus does not as a matter of course make public projections as to future performance, revenues, production, earnings or other results due to, among other reasons, the inherent difficulty of accurately predicting financial performance for future periods and the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. In connection with the Merger, Globus management prepared (i) certain unaudited prospective financial information of Globus on a standalone basis for the fiscal years 2023 through 2027, which information is referred to as the “Globus Standalone Projections,” (ii) a preliminary version of the Globus Standalone Projections, referred to as the “Preliminary Globus Standalone Projections,” (iii) the synergy and dis-synergy projections described below under “—Summary of the Globus Synergy Projections,” which information is referred to as the “Globus Synergy Projections” and (iv) certain unaudited prospective financial information for fiscal years 2023 through 2027 for the Combined Company on a pro forma basis, which information is referred to as the “Globus Pro Forma Projections.” Globus management also made certain adjustments to certain unaudited prospective financial information prepared by NuVasive management of NuVasive on a standalone basis for the fiscal years 2023 through 2027 (referred to earlier as the “NuVasive Standalone Projections”), which such adjusted financial information is referred to as the “Globus Adjusted NuVasive Standalone Projections.” The Globus Standalone Projections, the Preliminary Globus Standalone Projections, the Globus Adjusted NuVasive Standalone Projections, the Globus Pro Forma Projections, and the Globus Synergy Projections are referred to collectively as the “Globus Projections.”

The Globus Projections were prepared for internal use only and not for public disclosure. The Globus Projections, other than the Preliminary Globus Standalone Projections, were provided to the Globus Board for the purposes of considering, analyzing and evaluating the Merger. The Globus Projections were also provided to Goldman Sachs, Globus’s financial advisor, for the purposes of its financial analysis, as described in the section

 

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titled “The Merger—Opinion of Globus’s Financial Advisor.” Goldman Sachs did not rely on the Preliminary Globus Standalone Projections for the purposes of its financial analysis. The Globus Standalone Projections, the Preliminary Globus Standalone Projections and the Globus Synergy Projections were provided to NuVasive in connection with its consideration and evaluation of the Merger and to NuVasive’s financial advisor, BofA Securities. The Globus Adjusted NuVasive Standalone Projections and the Globus Pro Forma Projections were not provided to NuVasive or to BofA Securities.

The Globus Standalone Projections and the Preliminary Globus Standalone Projections were prepared treating Globus on a standalone basis, without giving effect to the Merger, including (i) any impact of the negotiation or execution of the Merger Agreement or the Merger; (ii) the expenses that have already and will be incurred in connection with completing the Merger; (iii) the potential synergies that may be achieved by the Combined Company as a result of the Merger; (iv) the effect of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed or in anticipation of the Merger; or (v) the effect of any business or strategic decisions or actions which would likely have been taken if the Merger Agreement had not been executed but which were instead altered, accelerated, postponed or not taken in anticipation of the Merger. Because the Globus Standalone Projections and the Preliminary Globus Standalone Projections were developed for Globus as an independent company without giving effect to the Merger, they do not reflect any divestitures or other restrictions that may be imposed in connection with the receipt of any necessary governmental or regulatory approvals, synergies that may be realized as a result of the Merger or any changes to Globus’s operations or strategy that may be implemented after completion of the combination.

The Globus Projections are not included in this joint proxy statement/prospectus to influence any decision on whether to vote for the Globus Share Issuance Proposal or the NuVasive Merger Proposal, but rather are included in this joint proxy statement/prospectus to give stockholders access to certain non-public information that was provided to the Globus Board and Globus’s financial advisor, and to NuVasive and its financial advisor. The inclusion of the Globus Projections should not be regarded as an indication that the Globus Board, Globus, the NuVasive Board, NuVasive or their respective members of management or financial advisors or any other recipient of this information considered, or now considers, them to be necessarily predictive of actual future results, and they should not be relied on as such. There can be no assurance that the projected results will be realized or that actual results of Globus, NuVasive, or the Combined Company will not be materially lower or higher than estimated, whether or not the Merger is completed. The Globus Projections have not been updated or revised to reflect information or results after the date they were prepared or as of the date of this joint proxy statement/prospectus. Globus may in the future report results of operations for periods included in the Globus Standalone Projections and the Preliminary Globus Standalone Projections that will be completed following the preparation of the Globus Standalone Projections and the Globus Preliminary Projections. Stockholders and investors are urged to refer to Globus’s periodic filings with the SEC for information on Globus’s actual historical results.

The Globus Projections were not prepared with a view toward public disclosure or with a view toward compliance with the published guidelines established by the SEC or the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information, or GAAP, but, in the view of Globus management, were assumed to have been, reasonably prepared in good faith on a basis reflecting the best available estimates and judgments at the time of preparation, and presented as of the time of preparation, to the best of management’s knowledge and belief, the expected future financial performance of Globus and, in the case of the Globus Pro Forma Projections and the Globus Synergy Projections, the combined company. However, this information is not fact and should not be relied upon as being necessarily predictive of actual future results, and readers of this joint proxy statement/prospectus are cautioned not to place undue reliance on the Globus Projections. Although Globus management believes there is a reasonable basis for the Globus Projections, Globus cautions stockholders that actual future results could be materially different from the Globus Projections. Neither Globus’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

 

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The Globus Projections are subject to estimates and assumptions in many respects and, as a result, subject to interpretation. While presented with numerical specificity, the Globus Projections are based upon a variety of estimates and assumptions that are inherently uncertain, though considered reasonable by Globus management, as of the date of their preparation. These estimates and assumptions may prove to be impacted by any number of factors, including the impact of the announcement, pendency and consummation of the combination, general economic conditions, trends in the medical device industry, regulatory and financial market conditions and other risks and uncertainties described or incorporated by reference in the sections titled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in this joint proxy statement/ prospectus, all of which are difficult to predict and many of which are beyond the control of Globus and will be beyond the control of the combined company. Also see the section titled “Where You Can Find More Information.” The Globus Projections also reflect assumptions as to certain business decisions that are subject to change. There can be no assurance that the Globus Projections will be realized, and actual results will likely differ, and may differ materially, from those shown. Generally, the further out the period to which the Globus Projections relate, the less predictive the information becomes.

The Globus Projections contain certain adjusted financial measures that Globus management believes are helpful in understanding the applicable company’s past financial performance and future results. Globus management regularly uses a variety of financial measures that are not in accordance with GAAP for forecasting, budgeting and measuring financial performance. The adjusted financial measures are not meant to be considered in isolation or as a substitute for, or superior to, comparable GAAP measures. While Globus believes these adjusted financial measures provide meaningful information to help investors understand the operating results and to analyze Globus’s financial and business trends on a period-to-period basis, there are limitations associated with the use of these adjusted financial measures. These adjusted financial measures are not prepared in accordance with GAAP, are not reported by all of Globus’s competitors and may not be directly comparable to similarly titled measures of Globus’s competitors due to potential differences in the exact method of calculation. The SEC rules that would otherwise require a reconciliation of an adjusted financial measure to a GAAP financial measure do not apply to adjusted financial measures provided to a board of directors or a financial advisor in connection with a proposed business combination such as the combination if the disclosure is included in a document such as this joint proxy statement/prospectus. In addition, reconciliations of adjusted financial measures were not relied upon by the Globus Board, the NuVasive Board or their respective members of management or financial advisors in connection with their respective evaluation of the combination. Accordingly, Globus has not provided a reconciliation of the adjusted financial measures included in the Globus Projections to the relevant GAAP financial measures.

None of Globus, NuVasive, the Combined Company or their respective affiliates, officers, directors, advisors or other representatives can provide any assurance that actual results will not differ from the Globus Projections, and, except as required by applicable law, none of Globus, NuVasive, the Combined Company or their respective affiliates undertakes any obligation to update, or otherwise revise or reconcile, the Globus Projections to reflect circumstances existing after the date the Globus Projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the Globus Projections are shown to be inappropriate. None of Globus, NuVasive or their respective affiliates, officers, directors, advisors or other representatives has made or makes any representation to any Globus stockholder, NuVasive stockholder or other person regarding Globus’s or NuVasive’s ultimate performance compared to the information contained in the Globus Projections or that forecasted results will be achieved. Globus has made no representation to NuVasive, in the Merger Agreement or otherwise, concerning the Globus Projections.

Summary of the Preliminary Globus Standalone Projections

Before creating the Globus Standalone Projections, Globus management prepared certain preliminary unaudited prospective financial information of Globus on a standalone basis for Globus’s fiscal years 2023 through 2027, reflecting a base set of assumptions based on revenue and profitability, the absence of any

 

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material acquisitions and effective cost management, which information is referred to as the “Preliminary Globus Standalone Projections.”

 

     2023E      2024E      2025E      2026E      2027E  
                   (in millions)                

Net Revenue

   $ 1,100      $ 1,176      $ 1,262      $ 1,347      $ 1,441  

Adjusted EBITDA(1)

   $ 367      $ 401      $ 430      $ 460      $ 493  

 

(1)

Non-GAAP Financial Measure. “Adjusted EBITDA” refers to Globus’s net income before interest income, net and other non-operating expenses, provision for income taxes, depreciation and amortization, stock-based compensation, litigation expenses and settlements, costs related to acquisitions, and costs related to licensing and acquisition of in-process research and development.

Summary of the Globus Standalone Projections

The following table presents a summary of the unaudited prospective financial information of Globus on a standalone basis prepared by Globus management for Globus’s fiscal years 2023 through 2027, which information is referred to as the “Globus Standalone Projections.” Globus management made adjustments to the Preliminary Globus Standalone Projections to prepare the Globus Standalone Projections, including increasing net revenue and profitability to more closely align with Globus management’s long term expectations for the performance of Globus. The increase in profitability was primarily driven by the volume impact of higher sales, as well as greater fixed cost leverage. The Globus Standalone Projections reflect various assumptions of Globus Management, including Globus’s continued expansion of spine products in the United States, penetration of existing markets in Europe, Asia and South America, expansion and penetration of Globus’ imaging, navigation and robotic solutions driven by new product launches, vendor consolidation, and continued vertical integration. The Unlevered Free Cash Flow figures set forth below were arithmetically derived from the Globus management projections by Goldman Sachs and approved for Goldman Sachs’ use by Globus.

 

     2023E      2024E      2025E      2026E      2027E  
                   (in millions)                

Net Revenue

   $ 1,100      $ 1,192      $ 1,295      $ 1,393      $ 1,505  

Adjusted EBITDA (1)

   $ 374      $ 415      $ 454      $ 490      $ 534  

Unlevered Free Cash Flow (2)

   $ 183      $ 197      $ 201      $ 232      $ 258  

 

(1)

Non-GAAP Financial Measure. “Adjusted EBITDA” refers to Globus’s net income before interest income, net and other non-operating expenses, provision for income taxes, depreciation and amortization, stock-based compensation, litigation expenses and settlements, costs related to acquisitions and costs related to licensing and acquisition of in-process research and development.

(2)

Non-GAAP Financial Measure. “Unlevered Free Cash Flow” refers to Globus’s Adjusted EBITDA, less stock-based compensation, taxes, change in net working capital, and capital expenditures. Net working capital refers to Globus’s accounts receivable, inventories, prepaid expenses and other assets, accounts payable, and accrued expenses and other liabilities.

Summary of the Globus Adjusted NuVasive Standalone Projections

The following table presents a summary of the unaudited prospective financial information of NuVasive on a standalone basis prepared by NuVasive management for Globus’s fiscal years 2023 through 2027 and adjusted by Globus management, which information is referred to as the “Globus Adjusted NuVasive Standalone Projections.” Globus management made various assumptions in the Globus Adjusted NuVasive Standalone Projections, impacting NuVasive’s global presence, resulting in lower sales and profitability over the time

 

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periods presented. The Unlevered Free Cash Flow figures set forth below were arithmetically derived from the Globus management projections by Goldman Sachs and approved for Goldman Sachs’ use by Globus.

 

     2023E      2024E      2025E      2026E      2027E  
                   (in millions)                

Net Revenue

   $ 1,261      $ 1,324      $ 1,395      $ 1,468      $ 1,541  

Adjusted EBITDA (1)

   $ 293      $ 313      $ 331      $ 353      $ 381  

Unlevered Free Cash Flow (2)

   $ 59      $ 80      $ 94      $ 114      $ 138  

 

(1)

Non-GAAP Financial Measure. “Adjusted EBITDA” refers to NuVasive’s net income before interest income, net and other non-operating expenses, provision for income taxes, depreciation and amortization, stock-based compensation, litigation expenses and settlements, costs related to licensing and acquisition of in-process research and development and non-recurring and other significant one-time items.

(2)

Non-GAAP Financial Measure. “Unlevered Free Cash Flow” refers to NuVasive’s Adjusted EBITDA, less stock-based compensation, taxes, change in net working capital, and capital expenditures. Net working capital refers to NuVasive’s accounts receivable, inventories, prepaid and other current assets, accounts payable, accrued payroll, accrued expenses and other current liabilities.

Summary of the Globus Synergy Projections

The following table presents certain estimates of revenue and cost dis-synergies and synergies expected to be realized by the combined company following the completion of the Merger prepared by Globus management for the combined company’s fiscal years 2023 through 2027, which information is referred to as “Globus Synergy Projections.”

Globus management made various assumptions when preparing the Globus Synergy Projections, including the expected overlap of sales, the potential sales representative attrition, future research and development for new products, vendor savings, general and administrative fees, and severance costs.

 

     2023E     2024E     2025E     2026E     2027E  
                 (in millions)              

Adjusted EBITDA Impact of Revenue (Dis-Synergies) Synergies(1)

   $ (22   $ (46   $ (28   $ (7   $ 2  

Adjusted EBITDA Impact of Cost Synergies

   $ 43     $ 106     $ 149     $ 170     $ 170  

 

(1)

Non-GAAP Financial Measure. “Adjusted EBITDA” refers to the Combined Company’s net income before interest income, net and other non-operating expenses, provision for income taxes, depreciation and amortization, stock-based compensation, litigation expenses and settlements, costs related to acquisitions, costs related to licensing and acquisition of in-process research and development, and non-recurring and other significant one-time items.

Summary of the Globus Pro Forma Projections

The following table presents certain unaudited prospective financial information for fiscal years 2023 through 2027 for the Combined Company on a pro forma basis, which information is referred to as the “Globus Pro Forma Projections.” The Globus Pro Forma Projections reflect the negative impact of revenue dis-synergies and the impact on Adjusted EBITDA from revenue and cost synergies (each as reflect in the Globus Synergy Projections.” The Globus Pro Forma Projections do not reflect the costs to achieve the synergies reflected in the projections. The Unlevered Free Cash Flow figures set forth below were arithmetically derived from the Globus management projections by Goldman Sachs and approved for Goldman Sachs’ use by Globus.

 

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     2023E      2024E      2025E      2026E      2027E  
                   (in millions)                

Net Revenue

   $ 2,326      $ 2,450      $ 2,661      $ 2,869      $ 3,070  

Adjusted EBITDA (1)

   $ 687      $ 788      $ 905      $ 1,006      $ 1,087  

Unlevered Free Cash Flow (2)

   $ 255      $ 311      $ 360      $ 452      $ 527  

 

(1)

Non-GAAP Financial Measure. “Adjusted EBITDA” refers to the Combined Company’s net income before interest income, net and other non-operating expenses, provision for income taxes, depreciation and amortization, stock-based compensation, litigation expenses and settlements, costs related to acquisitions, costs related to licensing and acquisition of in-process research and development, and non-recurring and other significant one-time items.

(2)

Non-GAAP Financial Measure. “Unlevered Free Cash Flow” refers to the Combined Company’s Adjusted EBITDA, less stock-based compensation, taxes, change in net working capital, and capital expenditures. Net working capital refers to the Combined Company’s accounts receivable, inventories, prepaid expenses and other assets, accounts payable, and accrued expenses and other liabilities.

Certain NuVasive Unaudited Prospective Financial Information

While NuVasive has from time to time provided a financial outlook to investors with respect to the then-current fiscal year and certain key metrics for longer-term financial performance goals, NuVasive has not, as a matter of course, otherwise publicly disclosed detailed longer-term internal projections as to future performance, earnings or other results due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, in the ordinary course of business, NuVasive management prepares a five year long range business plan, which is periodically updated and reviewed with the NuVasive Board, that reflects NuVasive management’s financial and business outlook for NuVasive generally over a five-year period. As part of NuVasive’s annual business review, NuVasive management prepared and reviewed with the NuVasive Board, at its November 2, 2022 meeting, NuVasive’s long range business plan for fiscal years 2023 through 2027 (the “NuVasive LRBP”). Based on the NuVasive LRBP, NuVasive management prepared certain nonpublic, internal financial projections, analysis and plans for fiscal years 2022 through 2027 (referred to earlier as the “NuVasive Standalone Projections”), which representatives of BofA Securities, financial advisor to NuVasive, shared on January 11, 2023 with representatives of Goldman Sachs, financial advisor to Globus.

Also in January 2023 and in the first week of February, in conjunction with the preparation of NuVasive’s 2023 operating budget, NuVasive management revised its projections for the 2023 fiscal year, primarily as a result of updated assumptions regarding the impact of foreign currency exchange rates on NuVasive’s business. NuVasive management’s projections for the 2024 to 2027 fiscal years did not change. On February 5, 2023, the NuVasive Board met to review and approve the NuVasive 2023 operating budget, which included revisions to the earlier 2023 projections. Following the NuVasive Board’s approval of the 2023 operating budget, NuVasive management updated the NuVasive Standalone Projections to reflect the revised projections for the 2023 fiscal year (as defined earlier, the “Revised NuVasive Standalone Projections”). Thereafter, on February 5, 2023, NuVasive management provided the Revised NuVasive Standalone Projections to representatives of BofA Securities. On February 6, 2023, representatives of BofA Securities shared the Revised NuVasive Standalone Projections with representatives of Goldman Sachs.

NuVasive management directed BofA Securities to use and rely upon, for purposes of its financial analysis and fairness opinion, the Revised NuVasive Standalone Projections (as more fully described in the section titled “Opinion of NuVasive’s Financial Advisor”). The NuVasive LRBP, the NuVasive Standalone Projections and the Revised NuVasive Standalone Projections are collectively referred to as the “NuVasive Standalone Prospective Financial Information.”

The NuVasive Standalone Prospective Financial Information was prepared treating NuVasive on a standalone basis, without giving effect to the proposed transaction, including any impact of the negotiation or execution of the

 

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proposed transaction, the expenses that may be incurred in connection with the proposed transaction or the consummation thereof, the potential synergies that may be achieved by the Combined Company as a result of the proposed transaction, the effect of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed or in anticipation of the proposed transaction, or the effect of any alteration, acceleration, postponement or decision not to take any business or strategic decisions or actions which would likely have been taken if the Merger Agreement had not been executed but which were instead altered, accelerated, postponed or not taken in anticipation of the transaction.

As described in the section titled “—Certain Globus Unaudited Prospective Financial Information,” Globus management prepared and provided to NuVasive and BofA Securities certain unaudited prospective financial information of Globus on a standalone basis for fiscal years 2023 through 2027, which financial information was defined previously as the “Globus Standalone Projections”, except that Globus’s calculation of Globus’s Unlevered Free Cash Flow differs from NuVasive’s calculation of Globus’s Unlevered Free Cash Flow (which was provided to BofA Securities and used for purposes of its analyses). NuVasive’s calculation of Globus’s Unlevered Free Cash Flow refers to Globus’s Adjusted Operating Income, less taxes, plus depreciation, less change in net working capital, less capital expenditures and less projected payments for Acquisition of Business and Business Acquisition Liabilities. Globus’s Adjusted Operating Income is defined as Globus’s Adjusted EBITDA less stock-based compensation, less depreciation. As further described below, the NuVasive Board was also presented with certain unaudited prospective financial information for fiscal years 2023 through 2027 for the Combined Company on a pro forma basis, comprised, at the direction of NuVasive management, of the Revised NuVasive Standalone Projections and the Globus Standalone Projections (the “NuVasive Combined Company Projections”). The NuVasive Combined Company Projections were prepared on a basis different than the historical pro forma financial information included in this joint proxy statement/prospectus in the section titled “Unaudited Pro Forma Condensed Combined Financial Information.” The NuVasive Combined Company Projections assumed: (i) revenue synergies (cross-sell party products) of approximately $30 million, $140 million, $205 million, $215 million, and $235 million in Year 1 through Year 5 following the closing of the Merger, respectively, (ii) annual run-rate revenue dis-synergies of approximately $201 million, phased in over two years (with 50% in Year 1 following the closing of the Merger and 100% in Year 2 through Year 5 following the closing of the Merger); (iii) annual cost synergies of approximately $170 million, phased in over three years (with 50% in Year 1 following the closing of the Merger, 75% in Year 2 following the closing of the Merger, and 100% in Year 3 through Year 5 following the closing of the Merger), and (iv) the closing of the Merger occurring on June 30, 2023. These assumed synergies and dis-synergies (collectively, “Assumed Synergies and Dis-synergies”) were not reflected in the NuVasive Standalone Prospective Financial Information. The Assumed Synergies and Dis-synergies were provided to BofA Securities, which was directed by NuVasive management to use and rely upon the Assumed Synergies and Dis-synergies for purposes of its financial analysis and fairness opinion. The NuVasive Combined Company Projections were presented to the NuVasive Board on February 8, 2023.

The NuVasive Combined Company Projections were not provided to Globus or to Globus’s financial advisor, Goldman Sachs. Except for the Globus Standalone Projections utilized by NuVasive management (and incorporated as a component of the NuVasive Combined Company Projections), the NuVasive Combined Company Projections do not reflect the input of Globus management.

The NuVasive Combined Company Projections do not take into account certain potential effects of the Merger, including certain expenses that have been and may be incurred in connection with the Merger or the consummation thereof or any changes to the Combined Company’s operations or strategy that may be implemented after completion of the Merger. The NuVasive Combined Company Projections assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Merger would be obtained without any adverse effect on the Combined Company or on Assumed Synergies and Dis-synergies and that the Merger would close on June 30, 2023.

The NuVasive Standalone Prospective Financial Information and the NuVasive Combined Company Projections are referred to collectively as the “NuVasive Projections.”