Latham & Watkins advises ATEC on its public tender offer for EOS imaging

Alphatec Holdings, Inc. (“ATEC”), a US-based medical device company dedicated to revolutionizing the approach to spine surgery, announced that it has entered into an agreement to acquire EOS imaging S.A. (“EOS”). EOS is a French company listed on Euronext Paris, a leader in outcome-improving orthopedic medical imaging and software solutions, and is globally recognized for its rapid, low dose, biplanar full-body imaging and 3D modeling capabilities.

The combination of the two companies' offers could improve the patient care from diagnosis to post-operative control and follow-up. 
Under the terms of the tender offer agreement, the transaction would be implemented through a voluntary cash tender offer for all of the issued and outstanding shares and convertible bonds (“OCEANEs”) of EOS. EOS' shareholders would receive EUR 2.45 per EOS share. 

Alphatec Holdings received tender commitments from reference shareholders Fosun Pharma and Bpifrance Investment, as well as from EOS Imaging's founder and its CEO. 

It is expected that the tender offer will be filed with the French Financial Markets Authority by February 2021, with closing expected to occur if the offer is successful in the 2nd quarter of 2021, subject to customary conditions.

Latham & Watkins advises ATEC on this transaction with a team in Paris led by partner Alexander Crosthwaite, assisted by Philippe Tesson, François Blanchet and Agathe Joyce. Counsel Etienne Gentil advised on financing aspects of the transaction, while partner Matthias Rubner with Celia Gallo and Jad Clam, advised on labor law aspects and Adrien Giraud, partner, on antitrust aspects. Partner Matt Bush with counsel Kevin Reyes and Jacob Steele in San Diego advise on US corporate aspects. San Francisco partners Haim Zaltzman and Elisabeth Oh advised on US financing aspects.