Nevro acquired by Globus Medical: fairness opinion by BofA Securities
Deal terms
Implied value per share by method vs. $5.85 offer
Ranges as disclosed in the banker’s summary of analyses; the red line marks the per-share consideration.
Opinion of BofA Securities to the target board
Discounted cash flow assumptions
Unlevered after-tax free cash flows from January 1, 2025 through December 31, 2033, discounted to December 31, 2024 using mid-year convention; net cash as of December 31, 2024 added; fully-diluted shares on treasury stock method
Selected public companies (5)
Avanos Medical, Inc. · Orthofix Medical Inc. · Treace Medical Concepts, Inc. · AngioDynamics, Inc. · Inogen, Inc.
| Multiple | Peer low | Peer median | Peer high | Range applied | Implied per share |
|---|---|---|---|---|---|
| EV / 2025E Revenue | 0.5x | 1.2x | 2.8x | 0.5x–1.2x | $5.35–$12.85 |
| EV / NTM Revenue (current and historical averages; applied to CY2025E revenue) | 1.4x | — | 2.5x | 0.4x–0.8x | $5.15–$8.65 |
Other analyses
| Analysis | Summary | Implied per share |
|---|---|---|
| 52-Week Trading Range | Trading range of Nevro common stock for the 52-week period ended February 4, 2025 (informational only) | $3.29–$17.62 |
| Wall Street Analysts Price Targets | Publicly available equity research analyst price targets, discounted by one year at Nevro's estimated mid-point cost of equity of 13.5% derived using CAPM (informational only) | $3.50–$6.15 |
| Premia Calculations (1-day) | Premia paid in selected all-cash acquisitions of U.S. public company targets announced since 2014; illustrative premia reference range of 24.0% to 58.0% applied to the $5.13 February 4, 2025 closing price (informational only) | $6.35–$8.10 |
| Premia Calculations (30-Day VWAP) | Illustrative premia reference range of 24% to 62% applied to the 30-Day VWAP (informational only) | $5.20–$6.80 |
Aggregate fee of approximately $9 million, $2 million payable upon delivery of the opinion and the remainder contingent on consummation of the Merger. BofA derived ~$2 million of revenues from Nevro and ~$11 million from Globus for corporate/investment banking services from January 2023 through December 2024; held ~$2 million of Nevro stock and ~$20 million of Globus stock.
Management projections
| Projection year | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | CAGR |
|---|---|---|---|---|---|---|
| Revenue | $421M | $445M | $482M | $537M | $580M | 8.3% |
| Revenue growth | 3.1% | 5.7% | 8.3% | 11.4% | 8.0% | |
| EBITDA | $-53.0M | $-35.0M | $-10.0M | $22.0M | $51.0M | — |
| EBITDA growth | — | — | — | — | 131.8% | |
| EBITDA margin | -13% | -8% | -2% | 4% | 9% | |
| Implied EV / EBITDA | — | — | — | 11.4x | 4.9x |
Year-1 growth is against LTM at announcement ($409M revenue); later years are year over year.
Nevro management prepared the "Unaudited Prospective Financial Information," derived from its five-year long range business plan, and extended for BofA's analysis over the period January 1, 2025 through December 31, 2033; it also included estimates of Nevro's net operating losses and other tax attributes ("Tax Attributes"). The filing's projections section does not disclose the underlying revenue or EBITDA figures, noting only that certain measures are non-GAAP and that no reconciliations were provided. These were the only financial projections used by BofA Securities, were not provided to Globus or any other prospective bidder, and were prepared on a standalone basis without giving effect to the Merger.
Process notes
Other Medical Devices and Supplies fairness opinions
- Hologic / Blackstone / TPG 2025 · 14.1x EV/EBITDA
- ZimVie / ARCHIMED 2025 · 10.8x EV/EBITDA
- LENSAR / Alcon 2025
- Inari Medical / Stryker 2025
- Integer / KKR 2026 · 14.6x EV/EBITDA
- Sanara MedTech / MiMedx Group 2026 · 20.6x EV/EBITDA
All Medical Devices and Supplies opinions → · BofA Securities opinions