NUVASIVE, INC. UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATIONNuvasive Inc • February 11th, 2016 • Surgical & medical instruments & apparatus
The unaudited pro forma combined financial information shows the impact of the Ellipse Acquisition on the combined balance sheet and the combined statements of operations under the acquisition method of accounting with NuVasive treated as the acquirer. The acquisition method of accounting, provided by ASC 805 Business Combinations, uses the fair value concepts defined in ASC 820 Fair Value Measurement. Under this method of accounting, the assets and liabilities of Ellipse are recorded by NuVasive at the date of the Ellipse Acquisition estimated fair values, where fair value is defined in ASC 820 as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” The fair values of Ellipse’s identifiable tangible and intangible assets acquired and liabilities assumed are based on fair value estimates as if the businesses had actually been combined as of January 1, 2014. Any excess of the pu
AGREEMENT AND PLAN OF MERGER BY AND AMONG ELLIPSE TECHNOLOGIES, INC., NUVASIVE, INC., MAGNETO ACQUISITION CORPORATION AND FORTIS ADVISORS LLC (SOLELY IN ITS CAPACITY AS THE EQUITYHOLDERS’ REPRESENTATIVE) DATED AS OF JANUARY 4, 2016Agreement and Plan of Merger • February 11th, 2016 • Nuvasive Inc • Surgical & medical instruments & apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of January 4, 2016 (this “Agreement”), is by and among, Ellipse Technologies, Inc., a Delaware corporation (the “Company”), NuVasive, Inc., a Delaware corporation (“Parent”), Magneto Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Purchaser Parties”) and Fortis Advisors LLC (“Equityholders’ Representative”), a Delaware limited liability company (solely in its capacity as the Equityholders’ Representative pursuant to the terms of this Agreement). Each of the Company, Parent, Merger Sub and the Equityholders’ Representative is sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties.” Terms used herein which are defined in Annex A attached hereto shall have the meaning specified therein.
