Greatbatch, Inc. Files Form 10 for Its Proposed Nuvectra Spin-Off
FRISCO, Texas, July 30, 2015 (GLOBE NEWSWIRE) — Greatbatch, Inc. (NYSE:GB) today announced it has filed a Form 10 registration statement with the U.S. Securities and Exchange Commission for its proposed tax-free spin-off of its neuromodulation subsidiary, QiG Group LLC, to be known post-spin as Nuvectra Corporation.
The new company will immediately benefit from two highly experienced leaders. Neurostimulation market veteran Scott Drees has been named as Nuvectra’s chief executive officer. In addition, Dr. Joseph A. Miller, Jr. will step down from Greatbatch’s board of directors immediately prior to the completion of the spin-off to accept an appointment as a director and chairman of the board of Nuvectra.
Nuvectra will be a neuromodulation medical device company initially focused on the development and commercialization of a neurostimulation technology platform for treatment of various disorders through stimulation of tissues associated with the nervous system. This technology platform has the capability to provide treatment to patients in several established markets such as spinal cord stimulation (SCS), sacral nerve stimulation (SNS) or deep brain stimulation (DBS), and other emerging sectors.
Algovita is the first application of this neurostimulation technology platform and is indicated for the treatment of chronic pain of the trunk and limbs. It brings to market a user friendly, robust and flexible design with a broad set of product capabilities and advanced technology, and is well positioned to take market share from existing SCS systems and to grow the SCS market, currently estimated to be approximately $1.8 billion globally. It received CE Mark last year, and FDA approval is expected before the end of 2015.
Nuvectra is expected to continue developing additional applications for its technology platform to compete in the broader $3.5 billion global neurostimulation market.
Greatbatch has benefitted from a longstanding partnership with Mr. Drees, under which he served as Neuromodulation Portfolio Manager for QiG Group, and provided leadership and direction to QiG’s subsidiaries, Algostim, LLC and Pelvistim LLC. Over his 34 years in the implantable medical device industry – 20 of which have been focused on neurostimulation – Mr. Drees was instrumental in the development of the global neurostimulation market while in leadership roles at Advanced Neuromodulation Systems, Inc. (ANSI), now St. Jude Medical Neurological.
Mr. Drees was a founding Board member of the National Pain Foundation, and currently serves on the Board of Directors at Neuros Medical, Inc. Prior to ANSI, Mr. Drees held a wide variety of positions at St. Jude Medical, Boston Scientific and Johnson & Johnson’s Codman division.
Dr. Miller has served as a Greatbatch director since 2003, chairs the Technology and Investment Committee and is a member of the Corporate Governance and Nominating Committee. He retired in 2012 as executive vice president and chief technology officer for Corning, Inc., a position in which he had served since 2001. Before joining Corning, he served as senior vice president of E.I. DuPont de Nemours in addition to other executive leadership roles. Dr. Miller also serves on the board of directors of Lightwave Logic, Inc.
Greatbatch will continue to focus on expanding its core business and providing complete medical device systems for its customers.
“This spin-off will provide Greatbatch and Nuvectra with even greater focus and flexibility needed to execute independent growth initiatives, undertake strategic imperatives and deliver unparalleled service to our respective customers,” said Thomas J. Hook, president and CEO of Greatbatch, Inc. “With Scott Drees as CEO, Nuvectra will have one of the global neurostimulation market’s most capable and experienced executives at the helm. Joe Miller adds invaluable technology and industry expertise, plus proven leadership in public company governance. Nuvectra will be well positioned for success from day one.”
The spin-off is expected to be completed by the end of 2015, but remains subject to a number of considerations including final approval of the Greatbatch Board of Directors, status of FDA approval, receipt of an opinion regarding the tax-free nature of the transaction, and the effectiveness of the Form 10 registration statement, among other considerations.
Greatbatch President & Chief Executive officer, Thomas J. Hook, and Executive Vice President and Chief Financial Officer, Michael Dinkins, will host a conference call today at 5:00 p.m. EDT to discuss the Company’s financial results for the second quarter 2015 and details relating to the proposed spin-off.
About Greatbatch, Inc.
Greatbatch, Inc. (NYSE:GB) provides top-quality technologies to industries that depend on reliable, long-lasting performance through its brands Greatbatch Medical, Electrochem and QiG Group. The company develops and manufactures critical medical device technologies for the Cardiac, Neurostimulation, Vascular and Orthopaedic markets; and batteries for high-end niche applications in the portable medical, energy, military, and environmental markets. Additional information is available at www.greatbatch.com.
Some of the statements in this press release, including the information regarding Greatbatch’s expectations and plans for the spin-off and the future prospects of the businesses as independent companies are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended, and involve a number of risks and uncertainties. These statements can be identified by terminology such as “may,” “will,” “should,” “could,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” or the negative of these terms or other comparable terminology. These statements are based on the Company’s current expectations. The Company’s actual results could differ materially from those stated or implied in such forward-looking statements. Risks and uncertainties that could cause actual results to differ materially from those stated or implied by such forward-looking statements include, among others, the taxable nature of the spin-off, the timing and successful execution of the spin-off, the performance of Nuvectra and its subsidiaries, including the Algovita product line post spin-off, the expected impact of the spin-off on Greatbatch’s financial results, and the following matters affecting the Company: our dependence upon a limited number of customers; customer ordering patterns; product obsolescence; our inability to market current or future products; pricing/vertical integration pressure from customers; our ability to timely and successfully implement our cost reduction and plant consolidation initiatives; our reliance on third party suppliers for raw materials, products and subcomponents; our inability to maintain high quality standards for our products; challenges to our intellectual property rights; product liability claims; our inability to successfully consummate and integrate acquisitions and to realize synergies; our unsuccessful expansion into new markets; our ability to realize a return on our substantial RD&E investments, including system and device products; our inability to obtain licenses to key technology; regulatory changes or consolidation in the healthcare industry; global economic factors including currency exchange rates and interest rates; the resolution of various legal actions and other risks and uncertainties described in the Company’s Annual Report on Form 10-K and in other periodic filings with the Securities and Exchange Commission. The Company assumes no obligation to update forward-looking information in this press release whether to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results, financial conditions or prospects, or otherwise.
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