Trent Northcutt

September 05, 2013 17:00 ET

Trent Northcutt Acquires Shares of Aurora Spine Corporation

TORONTO, ONTARIO--(Marketwired - Sept. 5, 2013) -

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA OR OVER UNITED STATES WIRE DISTRIBUTION SERVICES

Trent Northcutt (the "Offeror"), the President and Chief Executive Officer of Aurora Spine Corporation ("Aurora") announced that on September 5, 2013 he acquired ownership and/or control of 1,355,696 common shares ("Common Shares") and 3,829,762 restricted voting shares ("Restricted Voting Shares") (collectively, the "Acquired Shares") of Aurora pursuant to and in accordance with the terms of a privately negotiated merger agreement among Aurora, Aurora Spine, Inc. and AS Acquisition Corp. (the "Merger Agreement"), under which the Offeror exchanged shares of ASI owned or controlled by him (the "ASI Shares") for the Acquired Shares. Of this amount, 2,900,007 Restricted Voting Shares (the "Controlled Shares") are controlled and held by the Offeror in trust in unspecified amounts for the benefit of certain employees of Aurora (and are therefore not beneficially owned by the Offeror), and the remaining Acquired Shares are beneficially owned and controlled by the Offeror. Prior to the acquisition of the Acquired Shares, the Offeror did not own any shares of Aurora.

Excluding the Controlled Shares, the Offeror beneficially owned and controlled 12.33% of the outstanding Common Shares of Aurora (assuming full conversion of all outstanding Restricted Voting Shares into Common Shares on a one for one basis) on a non-fully diluted basis immediately following the completion of the initial public offering of the Common Shares of Aurora completed on September 5, 2013 (the "IPO"). Including the Controlled Shares, the Offeror controlled 27.99% of the outstanding Common Shares of Aurora (assuming full conversion of all outstanding Restricted Voting Shares into Common Shares on a one for one basis) on a non-fully diluted basis immediately following the completion of the IPO.

The Acquired Shares were acquired by the Offeror pursuant to and in accordance with the Merger Agreement prior to the completion of the IPO, and were therefore acquired in a private transaction and not through the facilities of a stock exchange. Each Acquired Share was acquired by the Offeror under the Merger Agreement in exchange for the Offeror's ASI Shares at an effective exchange price of USD$0.70 per share (or CDN$0.73 based on the Bank of Canada US dollar exchange rate on September 4, 2013).

The Acquired Shares were acquired by the Offeror for investment purposes (other than the Controlled Shares, which were acquired for the purposes of holding the Controlled Shares in trust for employees of Aurora). The Offeror may in the future take such actions in respect of his holdings in Aurora as he may deem appropriate in light of the circumstances then existing, including the purchase of additional Common Shares or other securities of Aurora through open market purchases or privately negotiated transactions or the sale of all or a portion of the Offeror's holdings in the open market or in privately negotiated transactions to one or more purchasers, subject in each case to compliance with applicable securities laws and any contractual or regulatory transfer restrictions applicable to such securities.

The Acquired Shares were acquired by the Offeror pursuant to and in accordance with the terms of the Merger Agreement, pursuant to which the Offeror exchanged the ASI Shares for the Acquired Shares at the exchange price noted above. The Acquired Shares are subject to the terms of an escrow agreement entered into by the Offeror, a copy of which is available at www.sedar.com, in connection with the IPO (the "Escrow Agreement"), and may not be transferred, sold assigned, mortgaged or otherwise dealt with in any way by the Offeror except as permitted under the terms of the Escrow Agreement. The Controlled Shares will be voted by the Offeror in his sole discretion for so long as such shares are controlled by the Offeror.

The Offeror acquired the shares pursuant to the "business combination and reorganization" exemption from the registration and prospectus requirements.

The Offeror has filed a report under National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. For further information and to obtain a copy of such report, please contact:

Trent Northcutt
c/o Aurora Spine Corporation
1920 Palomar Point Way
Carlsbad, California 92008

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Trent Northcutt
    c/o Aurora Spine Corporation
    1920 Palomar Point Way
    Calrsbad, California 92008