Enovis to acquire Lima Corporate for $800 million

Enovis Corporation (NYSE: ENOV), an innovation-driven, medical technology company, entered into a definitive agreement to acquire Lima Corporate S.p.A. (“Lima”), a privately held global orthopedic leader and a pioneer of titanium 3D printed orthopedic implants.

The €800 million transaction includes a cash payment of €700 million at closing, and €100 million in shares of Enovis common stock expected to be issued within 18 months after closing. Enovis plans to finance the cash portion of the consideration through a combination of cash on hand, availability under its existing revolving credit facility, and committed financing from UBS Investment Bank and J.P. Morgan Securities LLC.

The Company expects Lima to generate sales of $290-$300 million and $70-$75 million of adjusted EBITDA in 2024. The transaction is expected to be completed in early 2024, subject to the receipt of applicable regulatory approvals and customary closing conditions.

There is no change to Enovis’ previously announced 2023 full-year guidance, which contemplates organic sales growth of 7-7.5%, adjusted EBITDA of $262-$270 million and adjusted earnings per diluted share of $2.22-2.36. The Company expects the acquisition to be neutral to slightly accretive to 2024 adjusted earnings per share and accretive in 2025 and beyond.

Founded in 1945, Lima is a global orthopedic company with diversified revenues that has grown at a high single digit CAGR over the last 10 years, increasing into the low teens in the last several years. Lima’s pioneering technological solutions, including digital innovation and patient-tailored hardware, are developed to empower surgeons and improve patient outcomes following joint replacement surgery.

“We are confident the acquisition of Lima will enable us to build on our strong growth trajectory and global leadership in orthopedic solutions to create immediate and sustainable value for our patients, customers, employees and shareholders,” said Matt Trerotola, Chair and Chief Executive Officer of Enovis. “With Lima’s complementary surgical solutions and customers, we will have the opportunity to enlarge our profitable recon portfolio and further expand our global presence. In addition, this acquisition will enable us to deliver enhanced financial results through significant cross-selling revenue growth opportunities and meaningful cost synergies.”

Founded by the Lualdi family and headquartered in San Daniele del Friuli, Italy, LimaCorporate is a global orthopaedic implant manufacturer. Its heritage of innovation is reflected in its industry-leading know-how in additive manufacturing, such as its proprietary Trabecular Titanium (TT) technology. LimaCorporate has grown over the years to become one of the leading European orthopaedic companies, expanding its product portfolio primarily through in-house innovation and the advancement of its 3D printing capabilities.

Massimo Calafiore, CEO of LimaCorporate, said, “I am proud of the value we have created over the years and especially in the last twelve months. I would like to personally thank all Lima People for the energy, enthusiasm, and motivation they always demonstrated in their everyday work. Furthermore, I would like to thank EQT for having been a supportive partner in investing in our company and contributing substantially to LimaCorporate’s growth. The relentless work of this Leadership Team and the entire organization during the last year, aimed at helping patients and creating value, made possible for Lima to stand up as one of the most exciting companies in the space. The new combination with Enovis is a key milestone in our journey and I am looking forward to seeing the combined Group continue to develop innovative products for surgeons to restore the eMotion of Motion in our patients”.

LimaCorporate, together with EQT, has been investing to solidify its core offering and increase manufacturing capacity in the face of rapidly growing demand, while further developing talent to execute the market expansion, with accelerated global growth. In 2022, the company reached revenues of EUR 249 million and expect to continue bringing critical innovation to surgeons and patients as part of Enovis.

By becoming part of the NYSE-listed Enovis group, LimaCorporate will benefit from a greater global network and new commercial opportunities thanks to the complementarity of the two companies’ product portfolios and market penetration. New investments will accelerate the completion of the new production building at the Headquarter in San Daniele del Friuli. The local production plants will continue to support the global expansion of the Group.

Matteo Thun, Partner within EQT Private Equity’s Advisory Team, said, “LimaCorporate is a true example of sophisticated engineering and technology designed to empower surgeons and to improve patients’ lives. EQT is proud to have been part of the Company’s journey and I want to thank the management team and all the employees of LimaCorporate, who work enthusiastically every day to bring life-changing products to patients around the world. It is exciting to see a global player like Enovis joining forces with LimaCorporate in such a strategic combination”.