Warsaw-based Symmetry Medical Inc. (NYSE: SMA) has announced a $450 million deal to sell its OEM Solutions business to Massachusetts-based Tecomet Inc. The northern Indiana medical device maker is spinning off into a new, publicly-traded company called Symmetry Surgical. August 5, 2014

News Release

WARSAW, Ind. — Symmetry Medical Inc. (NYSE:SMA), a leading global source of innovative medical device solutions, including surgical instruments, orthopedic implants, and sterilization cases and trays, announced today that it has entered a definitive agreement to sell its OEM Solutions business to Tecomet and concurrently transfer to Symmetry Medical, Inc.'s shareholders ownership in a new company holding its Symmetry Surgical business. Tecomet, which is owned by Genstar Capital, is a contract manufacturing, engineering and metal fabrication technology company based in Wilmington, Massachusetts.

Under terms of the agreement, Symmetry Medical will transfer its Symmetry Surgical business to its shareholders, immediately followed by the acquisition of the remaining OEM Solutions business by Tecomet for $450 million in cash, or $7.50 per share after fees and elimination of outstanding debt. Symmetry Surgical will become a newly traded public company, with Symmetry Medical shareholders of record receiving one share in the public company for every four shares of Symmetry Medical stock.

Thomas J. Sullivan, President and Chief Executive Officer of Symmetry Medical, stated, “We are excited to reach this agreement with Tecomet, which will recognize the value of the OEM Solutions business and enhance the growth potential of Symmetry Surgical. It also provides liquidity for our shareholders along with the upside potential of Symmetry Surgical as a well-positioned, standalone company focused on the large global market for surgical instruments.”

Strategic Rationale

-Recent transactions imply a risk of consolidation in OEM Solutions competitive market, increasing the need for Symmetry Medical to explore acquisitions – both in Orthopedic implants and adjacent medical device categories – to maintain a leadership position

-OEM Solutions customer consolidation could result in customer conflicts with Symmetry Surgical as a re-usable general surgical instrument company

-Increasing interest in orthopedics and recent activity in the contract manufacturing sector

-The OEM Solutions business would no longer be at a competitive disadvantage due to the fact that Symmetry Medical is the only public, substantially orthopedic OEM supplier in an industry with high customer concentration

-Symmetry Surgical would be able to pursue a broader surgical instrument market to optimize our sales channels and cost structure without the financial limitations associated with our current capital structure or potential conflicts with OEM customers

-The performance of the new independent public company will no longer be impacted by the volatility associated with capital spending by OEM customers

-Tax efficient spin-off will not create a tax liability at the corporate level

Mr. Sullivan added, “The proposed transaction has significant benefits for Symmetry Medical's OEM Solutions customers and Symmetry Surgical customers. The merger with Tecomet will create an OEM business that can provide better service based on broader and more comprehensive capabilities. As a standalone company, Symmetry Surgical will be uniquely attentive to the needs of its customers across the breadth of the surgical instrument market with a distinct clinical and health economic focus without the distraction of implant or other more regulatory demanding product lines.”

Transaction Details

The Boards of Directors of both Symmetry Medical and Tecomet have approved the transaction. Symmetry Medical anticipates that the transaction will be in the form of a transfer to Symmetry Medical's shareholders of publicly traded stock in the new standalone Symmetry Surgical business that will not result in any corporate level tax to Symmetry Medical. Symmetry Medical currently expects that the transaction will be completed by the end of 2014.

Completion of the transaction is subject to certain conditions, including, among others, receipt of regulatory approvals, registration and listing of Symmetry Surgical's common stock, and final approval by the Company's shareholders.

There can be no assurance regarding the ultimate timing of the proposed transaction or that the transaction will be completed. Symmetry Medical does not intend to provide regular updates on its progress regarding this transaction, but will announce completion of the transaction and will make such other disclosures as required by applicable law.

About Symmetry Medical Inc.

Symmetry Medical Inc. is a leading global source of innovative medical device solutions, including surgical instruments, orthopedic implants, and sterilization cases and trays. The Company's thousands of Teammates provide design, development and worldwide production capabilities for these products to customers in the orthopedic industry, other medical device markets, and specialized non-healthcare markets. Symmetry's trusted reputation and brands, broad Intellectual Property portfolio and commitment to innovation enable it to collaborate with hundreds of global medical device manufacturers as well as thousands of hospitals to provide solutions for today's needs and tomorrow's growth.

Source: Symmetry Medical Inc.

August 5, 2014

News Release

WILMINGTON, Mass. — Tecomet Inc., a Genstar Capital portfolio company and precision contract manufacturer supporting the medical device and aerospace industries, today announced that it has signed a definitive agreement with Symmetry Medical Inc. SMA +9.65% to acquire its OEM Solutions business segment for $450 million.

Headquartered in Warsaw, Indiana, OEM Solutions manufactures high precision surgical instruments, orthopedic implants, and plastic and metal sterilization cases and trays, selling its products to global medical device OEMs. OEM Solutions has over 450 customers, nearly 2,300 employees and 13 facilities in the U.S., the U.K., Ireland, France and Malaysia.

Bill Dow, Chief Executive Officer of Tecomet, said, “The combination of Tecomet and OEM Solutions creates a contract manufacturing enterprise that is capable of meeting the growing needs of our customers. OEM Solutions will not only extend the capabilities we offer but also our global reach. Our experienced and successful Tecomet team looks forward to working with OEM Solutions’ strong management crew and workforce to offer exceptional products, services and capabilities to the industries we serve.”

Rob Rutledge, who leads Genstar’s industrial technology vertical said, “OEM Solutions and Tecomet share a reputation for providing world-class products for their customers’ most demanding medical device applications. Genstar is excited to be supporting Tecomet in this combination of two great companies in the contract manufacturing industry, and believes the combined company will provide its customers with an enhanced set of capabilities.”

The transaction is expected to be completed in the fourth quarter and is subject to customary closing and regulatory approvals.

UBS Investment Bank is acting as exclusive financial advisor and Weil, Gotshal & Manges LLP is acting as legal advisor to Tecomet in connection with the transaction.

Source: Tecomet Inc

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