Sunday, February 7, 2010

TTA’s shareholders approved cash dividend payments at 0.54 THB per share,

TTA’s shareholders approved cash dividend payments at 0.54 THB per share, cancelled and reaffirmed 50 million ordinary shares at Baht 1 par for future financial usage, and nominated four directors for another term


An annual cash dividend payment at 0.54 THB per share was approved at the 1/2010 Annual General Meeting of Shareholders of Thoresen Thai Agencies Public Company Limited (“TTA”) along with the increase of TTA registered share capital for a private placement worth 50 million THB. The meeting also approved the re-appointment of four directors for another term.

M.L. Chandchutha Chandratat, TTA President and Chief Executive Officer, reported that TTA’s shareholders approved cash dividends at 0.54 THB per share to the 708,004,413 shares, worth 382.3 million THB in total value.

“The dividends will be paid to shareholders whose names appear on TTA’s share register book on the Record Date of 8 February 2010. The share register book closing date for collecting shareholders names under Section 225 of the Securities and Exchange Act is scheduled to be 9 February 2010. The final dividend payment shall be made on 23 February 2010,” said the President & Chief Executive Officer.

“The shareholders approved the re-election of Mr. Stephen Fordham, Mrs. Pratana Mongkolkul, Mrs. Joey Horn, and Mr. Terje Schau, as directors for another term as they are highly experienced and competent.”

“It also approved the appointment of PricewaterhouseCoopers ABAS Limited as TTA’s auditor for the financial year that ended on 30 September 2010 and fix the auditors’ fees at 3.16 million THB,” said President & Chief Executive Officer Chandchutha.

He said the shareholders also approved the capital reduction by cancelling 50,048,452 authorized but un-issued shares at the par value of 1 THB each from the existing registered capital of 933 million THB to be the new registered capital of 883 million THB divided into 883,004,413 shares at the par value of Baht 1 each.

“The shareholders approved an increase of the registered capital of another 50 million THB by an issue of 50,000,000 new ordinary shares at the par value of Baht 1 each from the existing registered capital of 883 million THB to be the new registered capital of 933 million THB divided into 933,004,413 ordinary shares at the par value of 1 THB each,” reported the President & Chief Executive Officer.

“The shareholders had approved the allotment of 50,000,000 new ordinary shares of par value at 1 THB to be reserved for private placement in 1999 and re-confirmed the amount in 2009. TTA has no immediate plan to place the private placement shares in the near future. The allotment of 50 million new shares is to maintain future financial flexibility.”

The shareholders approved the issue of 4,000,000 warrants to directors and employees, including any employee(s) who is also a director, of Mermaid and its subsidiaries, under an ESOP Scheme. “The ESOP Scheme has the goal of increasing the personal stake of such directors and employees in the continued success and growth of Mermaid and motivating them to remain in the service of Mermaid on a long-term basis,” he said.
About TTA

Thoresen Thai Agencies Public Company Limited is amongst the top 50 companies listed on the Stock Exchange of Thailand with high trading liquidity. Its investment strategy is to grow through a diversified business portfolio of transport, energy, and infrastructure assets, both domestically and internationally. TTA is recognised as a leader in the dry bulk shipping industry. The company has also expanded its investment into other business areas, such as offshore services through Mermaid Maritime Public Company Limited, fertilisers and logistics through Baconco Co., Ltd., and coal-related businesses through Merton Group (Cyprus) Limited and Unique Mining Services Public Company Limited.

Friday, February 5, 2010

Global Corporate And Sovereign Rating Actions Hit 23-Year High Of 1,560 In 2009, Article Says

Standard & Poor's Ratings Services downgraded 1,298 global issuers and upgraded 262. The 1,560 total rating actions is the most taken in a single year since our series began in 1987, including the previous record high of 1,207 downgrades and 222 upgrades in 2001, said an article published today by Standard & Poor's Global Fixed Income Research, titled "Global Corporate And Sovereign Rating Actions: Fourth-Quarter 2009 (Premium)."


Of the rating actions in 2009, 62% were based in the U.S., 16% were based in Europe, 15% were based in the emerging markets, and 8% were based in the other developed region (Australia, Canada, Japan, and New Zealand).

"With the exception of the emerging markets, each region saw their downgrade ratios peak in the first quarter and then taper off before hitting lows for the year in the fourth quarter," said Diane Vazza, head of Standard & Poor's Global Fixed Income Research. "The emerging markets' downgrade ratio peaked in the second quarter at 97%."

Of the industries that had more than five rating actions globally in 2009, finance companies, automotive, banks, sovereigns, forest products and building materials, capital goods, and media and entertainment all had downgrade ratios of 90% or higher for the year. Health care performed the best in 2009, with a downgrade ratio of only 33%--less than half the average across all sectors.

This article is part of our premium Global Fixed Income Research content, which is available to premium subscribers to RatingsDirect on the Global Credit Portal at www.globalcreditportal.com and to RatingsDirect at www.ratingsdirect.com. Ratings information can also be found on Standard & Poor's public Web site by using the Ratings search box located in the left column at www.standardandpoors.com. Members of the media may request a copy of this report by contacting the media representative provided.

Altegrity Grows, Launches Fourth Business—Altegrity Risk International (ARI)

Altegrity CEO Mike Cherkasky Names Bill Bratton Chairman and Michael Beber President and CEO of New Business That Provides Global Risk Mitigation and Security Solutions


Altegrity, Inc.—the global information, screening, and security solutions provider—has formed a new business, Altegrity Risk International, Inc. (ARI), to provide high-quality due diligence, investigative, analytic, consulting, intelligence, and security solutions to organizations around the world. ARI will help its clients anticipate, prevent, and resolve issues, reduce fraud and loss, and maximize business opportunities.

“Risk has always been a part of our professional and personal lives, but because of the interconnected, global environment in which we live today, risk and security concerns have taken an unfortunate, costly, and at times deadly center stage,” said Mike Cherkasky, Altegrity CEO. “Throughout my career in business and as a former prosecutor, I have learned that information—how efficiently it can be gathered, processed, and analyzed to create a solution—is what often makes the difference between success and failure in both the public and private sectors.”

Mr. Cherkasky continued: “With this as our starting point, we created Altegrity Risk International to provide a quicker, more thorough and inclusive, as well as cost-effective way to provide businesses and organizations with the information and expertise they need to reduce risk and ensure more secure and successful organizations.”

ARI will serve a global community of corporations—as well as financial, legal, investment, non-profit, and government institutions—covering most major business sectors. The company’s multidisciplinary team from the fields of investigations, forensics, data intelligence, financial technology, and security/policing will provide ARI clients with specialized solutions to identify, analyze, prevent, and remediate the entire range of financial, legal/regulatory, reputational and security
risks.

William Bratton, the only person to serve as chief executive of both the New York City and Los Angeles police departments, will serve as ARI chairman. Michael Beber, who has proven success in developing intelligence and risk/data management businesses, will serve as ARI’s president and CEO.

“Right from the start, our clients will identify with our expertise and the quality of our people,” said Mr. Bratton. “We have assembled a team of world-class experts. They come from a wide-range of fields, from investigations, compliance, and forensics to data intelligence and financial technology. ARI’s clients will receive a deeply insightful, multidimensional, and highly evolved view of risk and security solutions so they can take advantage of opportunities and avoid disruptions to their operations.”

“Leveraging advanced technology tools, we are able to provide our clients, no matter whether they are located down the block or anywhere in the world, with better and faster, more thorough, and cost-effective solutions to the specific challenges and risks they face,” said Mr. Beber. “ARI’s tagline was a natural—From Information to Intelligence.SM This well describes the dynamic, smarter solutions we provide to help our clients manage and mitigate risk.”

Headquartered in New York City, ARI provides global coverage through offices in Chicago, Hong Kong, Houston, London, Los Angeles, and Washington, D.C. The company has a network of consultants, investigators, and specialists around the globe with experience in more than 150 countries. Additionally, as an Altegrity company, ARI has

access to the largest investigative force in the United States, with more than 2,800 well trained and cleared investigators.

ARI provides business and organizational solutions and services in five distinct practice areas:

Decision Intelligence. Business intelligence and due diligence solutions that help clients execute compliance programs and manage the risk inherent in commercial transactions and business relationships.

Investigative & Forensic Services. Information that helps clients manage crises, create opportunities, and mitigate financial and reputational loss.

Legal Risk Solutions. Legal risk assessments, due diligence, electronic data discovery, computer forensics, and witness and asset location, which help clients harness critical information and assess the financial, reputational, and operational risks of pursuing or responding to litigation.

Compliance & Monitoring. Creation and implementation of compliance programs that anticipate and resolve legal and regulatory risks, including independent monitors who can establish and monitor sustainable solutions.

Altegrity Security Consulting. Advice and solutions for operational policing, intelligence, crisis response, and security throughout the world. Customized programs covering the physical security of people, premises, assets, and information.

Altegrity, a global screening and security solutions company headquartered in Falls Church, Va., has nearly 8,000 employees in locations around the world. Altegrity, which is the holding company for USIS, HireRight, Explore Information Services, and Altegrity Risk International, partners with its government and commercial clients to help them Make Decisions Smarter® by uncovering, reviewing, analyzing, and delivering information. Altegrity is the largest commercial provider of background investigations for the government; a global commercial employment background and drug screening supplier to more than 25 percent of the Fortune 500; one of the principal providers of data services to the insurance industry; and a leading provider of high quality due diligence, investigative, analytic, consulting, intelligence, and security solutions to organizations

Friday, January 29, 2010

INDORAMA VENTURES APPOINTS LEAD UNDERWRITER FOR ITS IPO

Indorama Ventures Public Company Limited today announced it has signed an agreement to appoint Bualuang Securities Public Company Limited as its lead underwriter and seven co-underwriters for its initial public offering (IPO). The international tranche was underwritten by BofA Merrill Lynch and Morgan Stanley. This initial public offering is believed to be the first coming out of Thailand in 2010 and ranks amongst the largest offering in many years to list on the Thai equity market.


Indorama Ventures will offer approximately 1,000 million shares in the first initial public offering, at 10.20 Baht per share. Trading will commence in the first week of February. This includes the share swap of Indorama Polymers' minorities. The company expects to use the IPO proceeds for future expansion, working capital and short term debt repayment.

Indorama Group Chief Executive Officer, Mr. Aloke Lohia, explained, "Looking at our track record with Indorama Polymers, or IRP, you will know that since listing it on the SET in 2005 we have grown it several times over. As we have also grown the parent company, we realized that it was now bigger than its listed subsidiary and would offer IRP shareholders a better investment. That is why we proposed to delist IRP and list Indorama Ventures, while offering to swap IRP minorities into the new vehicle.”

"We are pleased that the interest from both Thai and foreign institutions has been strong and are pleased that the bookbuild was over-subscribed with some of the world's largest long-term funds expressing interest. I believe this should create healthy demand in the after market too, especially due to the fact that the IPO price reflects an attractive 2010 PE ratio of 6.8 times based on analysts’ consensus." added Mr. Lohia. "Our decision to list in Thailand is the correct one as the country has excellent infrastructure and access to raw materials. We are here to stay."

Thanks to IVL’s vertical integration strategy and strong management team, the Company has seen constant expansion and growth in the past four years. Its Sales increased from Bt18.8 billion in 2006 to Bt32.3 billion in 2007 and Bt53.3 billion in 2008. For the first nine months ending 30 September 2009, IVL reported Sales of Bt59.1 billion.

Indorama Ventures is Thailand’s largest integrated producer of PTA, PET resin, polyester fibers and yarns and also the second largest PET producer in the world. Its businesses focus on four products - PTA, PET, Polyester fiber and yarn, and wool. At present, IVL operates two PET resin manufacturing plants in Thailand, three in Europe and two in North America with combined installed capacity of 1.49 million tons per year; two PTA production plants in Thailand and one in Europe with total installed capacity of 1.59 million tons per year; two polyester fibers and yarn production plants in Thailand with a combined installed capacity of 244,800 tons per year; and one worsted wool yarn plant in Thailand with an installed capacity of 5,900 tons per year.
Indorama Ventures will list under the ticker IVL.
Editor’s note:

The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States of America. The materials do not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the offering in the United States of America or to conduct a public offering of securities in the United States of America.

The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration exemption from registration or qualification under the securities laws of any such jurisdiction.

Sunday, January 24, 2010

Moody's says Indonesia's Ba2 rating remains stable

Moody's Investors Service says -- in a new sovereign report on Indonesia -- that the outlook for the country's Ba2 rating remains stable.


"Indonesia's Ba2 rating was upgraded in September 2009, reflecting fundamental and ongoing improvements in its credit prospects," says Aninda Mitra, Moody's sovereign analyst for Indonesia.

"The country's underlying credit improvements reflect growth rates and a debt burden that are projected to be more favorable than other Ba-rated countries over coming years," says Mr. Mitra

"Such developments are likely to be supported in turn by ongoing flexibility in the country's economic policy framework and the resilience of its domestic economy, based on a low level of economic openness, a reasonably well diversified economy, low systemic leverage, and favorable demographics" adds Mitra.

"The momentum in reform will likely slow on account of the current parliamentary inquiry into the appropriateness of the Bank Century bailout, and which has implicated key ministers in the recently re-elected Yudhoyono administration," says Mitra.

"However, these risks will take time to play out and they are not expected to derail the macroeconomic policy framework, which had ably withstood the impact of recent elections, as well as several large external shocks," says Mitra.

"The recent moderation in headline consumer price inflation to below the central bank's targeted range of 4.5% +/- 1% and an appropriate stance in monetary policy support near-term price expectations," says Mitra, adding, "But, the postponement of power tariff adjustments poses risks to the medium-term inflation outlook."

According to Mitra, sovereign credit improvements are contingent on greater foreign currency reserve adequacy against unexpected shocks; and a stronger foreign currency reserve buffer could also crowd in greater and more stable inflows of foreign capital and anchor domestic monetary confidence.

"Structural reforms -- which could support medium-term price expectations, durably improve the financial fundamentals of state-owned-enterprises, and deepen domestic capital markets -- would also sustain the country's credit improvements," said Mitra.

"The stable outlook incorporates the recent increase in political uncertainty, and reflects the mix of relatively healthy growth prospects and the likelihood that the policy framework will maintain recent improvements in key credit metrics," says Mitra.

The last rating action on Indonesia was taken on 16 September 2009, when Moody's upgraded the sovereign bond rating to Ba2, from Ba3.

The principal methodology used in rating the government of the Republic of Indonesia is Moody's Sovereign Bond Methodology, published in September 2008 which can be found at www.moodys.com in the Rating Methodologies sub-directory under the Research & Ratings tab. Other methodologies and factors that may have been considered in the process of rating this issuer can also be found in the Rating Methodologies sub-directory on Moody's website.

Sunday, January 17, 2010

Article Looks At The Long-Term Effects Of The Recent Credit Crisis

In the wake of the 2007-2008 financial crisis, there has been much discussion about the prospects for an economic recovery over the next few quarters. But an article published yesterday by Standard & Poor's says that the more important issue is: What will happen over the next few decades? The article, which is titled "The New Normal (The Future Isn't What It Used To Be)," says that Standard & Poor's believes it will be a decade or more before the world and U.S. economies can hope to grow as rapidly as they did during the half-century or so preceding the recent crisis because they will have to bear increasing burdens. These will likely include:


--High personal debt and lower wealth in the U.S., which--combined with a rebounding though still-low saving rate--will slow the consumer spending that has powered much of U.S. and world growth.

--International trade and financial imbalances that are leading to a weaker dollar and a move away from dollar reserves.
--Stricter but inconsistent financial and other government regulation.

--A global financial system that has lost much of its capital and will need to operate with lower leverage, restricting loan availability.

--More risk-averse investors (some suddenly conservative because of recent losses, others approaching retirement and husbanding their wealth).

--Fiscal deficits in many countries, especially the U.S., the deficit of which could grow larger as the retirement wave hits.

--Rising health care costs that threaten the competitiveness of U.S. companies versus their overseas counterparts.

"We expect that the world economy will recover," said Standard & Poor's Chief Economist David Wyss. "But we think it's likely that it will look different once it does." For example, the events of the past two years likely have accelerated the relative decline in U.S. economic influence, as Asian economies have continued to grow while America's has contracted. In past decades, however, the U.S. and world economies have proved resilient. So while the future isn't as bright it seemed during the bygone boom, neither is it as bleak as it seemed only a year ago.

This article is part of a special report titled "The New Normal," which also will be published in the Jan. 27, 2010, edition of Standard & Poor's CreditWeek. The special report examines how certain industry sectors and financial markets could fundamentally change as a result of the recent credit crisis.

The report is available to RatingsDirect on the Global Credit Portal subscribers at www.globalcreditportal.com and RatingsDirect subscribers at www.ratingsdirect.com. If you are not a RatingsDirect subscriber, you may purchase a copy of the report by calling (1) 212-438-7280 or sending an e-mail to research_request@standardandpoors.com. Ratings information can also be found on Standard & Poor's public Web site by using the Ratings search box located in the left column at www.standardandpoors.com. Members of the media may request a copy of this report by contacting the media representative provided.

Saturday, January 2, 2010

Alphatec Spine Agrees to Acquire Scient'x Groupe SAS

Acquisition Creates Global Scale and Offers Revenues and Cost
Synergies, Complements Alphatec Spine's Product Portfolio and
Enhances Aging Spine Focus Combined Entity to be Third-
Largest Global Pure-Play Spinal Implant Company

Alphatec Holdings, Inc. (Nasdaq:ATEC), the parent company of Alphatec Spine, Inc., a medical device company that designs, develops, manufactures and markets products for the surgical treatment of spine disorders, with a focus on treating conditions affecting the aging spine, announced today that it has entered into a definitive agreement to acquire Scient'x Groupe SAS, a spinal implant company headquartered in France.


The transaction is structured as an all stock transaction such that 100% of outstanding Scient'x stock will be exchanged pursuant to a fixed ratio for 24 million shares of the Company's common stock. On a pro forma basis, current Alphatec shareholders will own approximately 69% of the combined company and approximately 31% will be held by current Scient'x shareholders. The transaction is currently expected to close by the end of the first quarter of 2010 and is subject to the approval of the Company's shareholders. Subject to the closing of the transaction, the Company expects 2010 pro forma full-year revenues to be in a range of $220 million to $225 million, and pro forma full-year 2010 adjusted EBITDA to be in a range of $32 million to $35 million. The transaction is expected to be neutral to slightly positive to 2010 EPS and accretive to 2011 EPS, excluding amortization of intangible assets, transaction expenses and related restructuring charges. The Company has absorbed transaction-related costs that had a negative impact to EPS in the third quarter and are expected to negatively impact previously issued EPS guidance for the fourth quarter of 2009. The Company also expects to absorb additional transaction-related expenses in the first quarter of 2010.

The combined company will create the third-largest independent spinal company with a global span of product distribution. Scient'x is the largest privately held independent spine company outside of the United States with product distribution in over 50 countries.

The transaction was unanimously approved by a Special Committee of independent members of the Company's Board of Directors. Following such approval by the Special Committee, the Company's Board of Directors unanimously approved the acquisition agreement. Thomas Weisel Partners LLC acted as exclusive financial advisor to the Special Committee and provided a fairness opinion to the Board of Directors that the transaction was fair to the Company from a financial point of view as of the date of this press release. DLA Piper LLP (US) acted as independent counsel to the Special Committee.

The Company believes that the strategic merit of the combined business includes the following benefits to its shareholders:
* Increases scale and global presence in all major geographic markets
* Provides cross-selling opportunities in major markets to leverage
future growth across core spine products and Aging Spine products
* Strengthens and expands the Company's product portfolio with
differentiated products in all segments
* Enhances the Company's ability to educate, train and service its
spine surgeon customers
* Provides cost synergies in distribution, marketing and
administration infrastructure
* Diversifies potential future U.S. healthcare reform and regulatory
risks

Both the Company and Scient'x operate in the high growth spinal implant market. The worldwide spinal implant market in 2009 is estimated to be $8.5 to $9.0 billion with a long-term growth rate that is estimated to be between 10% and 12%.

"We believe that Scient'x is a perfect complementary strategic fit for Alphatec Spine," stated Dirk Kuyper, Alphatec Spine's President and Chief Executive Officer. Mr. Kuyper continued, "Besides the significant cost and revenue synergies the acquisition offers, Alphatec Spine will now have the opportunity to reach 50 international markets with our aging spine and core fusion technologies. This transaction moves us into position to be able to become one of the top global spine companies."

"I am pleased to have the opportunity to work closely with Oliver Burckhardt again, following our time together at Aesculap Inc. He will be instrumental in overseeing our international sales efforts and will lead the strategic marketing direction of the combined company. We believe that the combination of Alphatec Spine and Scient'x creates a complete and broad product portfolio with differentiated products addressing underserved markets with disruptive technologies," continued Mr. Kuyper.

"I am excited to be joining the Alphatec Spine team," stated Oliver Burckhardt, Scient'x's President and Chief Executive Officer. "We believe that the combined product portfolio will be among the most innovative of any spine company in the market," Mr. Burckhardt continued, "At Scient'x, we have created a global distribution network in over 50 countries with an excellent history of broad surgeon training and education that will help to drive shareholder value. We look forward to introducing Alphatec Spine's products to our customers as well as leveraging Alphatec Spine's strong U.S. presence with Scient'x's technology."
Conference Call

Alphatec Spine will host a conference call today at 1:30 p.m. PT / 4:30 p.m. ET to discuss details of the acquisition. To participate in the conference call, please visit the investor relations section of the Alphatec Spine website at www.alphatecspine.com. The dial-in numbers are (888) 510-1762 for domestic callers and (719) 325-2383 for international callers. A live webcast of the conference call will be available online from the investor relations section of the Alphatec website at www.alphatecspine.com. The webcast will be recorded and will be available on the investor relations section of Alphatec Spine's website, for at least 30 days after it is posted.
About Scient'x

Scient'x is a Guyancourt, France based medical device company that designs, develops and manufactures spinal implants and instrumentation. Scient'x was founded in 1988 and offers today a full range of implants for spinal fusions, posterior semi-rigid stabilization and a cervical total disc replacement device. Its international distribution network consists of a direct sales force in France and the U.K., a hybrid of direct sales force and distributors in Italy as well as exclusive and non-exclusive distributors in more than 50 countries including the United States. The Scient'x surgeon education and training network augments its international distribution capabilities.

Scient'x key products includes the Isobar(TM) TTL and Isobar Evolution(TM) rods, a semi-rigid rod technology used in spinal fusion surgeries, as well as an offering of cervical and lumbar implants also used predominantly in spine fusion surgeries. The Isobar(TM) products are 510(k) cleared by the FDA in the U.S. as an adjunct to fusion. Outside of the United States, Scient'x markets also a unique and proprietary ceramic-on-ceramic cervical total disc replacement device, DiscoCerv(R), which has been implanted in over 3,000 patients since its initial launch.
About Alphatec Spine

Alphatec Spine, Inc. is a wholly owned subsidiary of Alphatec Holdings, Inc. (Nasdaq:ATEC). Alphatec Spine is a medical device company that designs, develops, manufactures and markets products for the surgical treatment of spine disorders, primarily focused on the aging spine. The Company's mission is to combine world-class customer service with innovative, surgeon-driven design that will help improve the aging patient's quality of life. The Company is poised to achieve its goal through new solutions for patients with osteoporosis, stenosis and other aging spine deformities, improved minimally invasive products and techniques and integrated biologics solutions. In addition to its US operations, the Company also markets its spine products in Europe. In Asia, the Company markets a broad line of spine and orthopedic products through its subsidiary, Alphatec Pacific, Inc. For more information, please visit www.alphatecspine.com.

Also visit the Aging Spine Center, www.agingspinecenter.com, a web-based information portal for healthcare providers and patients regarding aging spine disorders and their treatment. The Company is working with the National Osteoporosis Foundation as well as other clinical portals that provide peer-reviewed content, to populate the Aging Spine Center. The interactive website enables patients to review pertinent information about disorders that affect the aging spine in an easy-to-understand format that includes videos, graphics and questions that should be asked of caregivers. Medical information on the website includes published abstracts regarding the aging spine.

The Alphatec Spine, Inc. logo is available athttp://www.globenewswire.com/newsroom/prs/?pkgid=3520
Use of Non-GAAP Information

Alphatec provides its financial results in accordance with accounting principles generally accepted in the United States (GAAP). The Company also uses forward-looking non-GAAP financial measures in addition to and in conjunction with corresponding GAAP measures to help analyze the performance of its core business, in connection with the preparation of annual budgets, and in measuring performance for some forms of compensation. In particular, Alphatec presents (i) adjusted EBITDA, and (ii) combined pro forma financial information, which in each case are non-GAAP financial measures.

Non-GAAP financial measures reflect an additional way of viewing aspects of Alphatec's operations that, when viewed with the GAAP results, provide a more complete understanding of Alphatec's results of operations and the factors and trends affecting Alphatec's business. However, non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP. Non-GAAP financial measures used by the Company may differ from the non-GAAP financial measures used by other companies, including Alphatec's competitors.

Alphatec believes the most directly comparable GAAP financial measure to adjusted EBITDA is net income (loss). Adjusted EBITDA is net income (loss) excluding the effects of interest, taxes, depreciation, amortization, stock-based compensation costs, and other non-recurring income of expense items, such as in-process research and development, expenses related to the transaction and acquisition related restructuring expenses that are expected to occur following closing.

Alphatec has not included in this presentation a reconciliation of these forward-looking non-GAAP financial measures to the most directly comparable GAAP financial measures because, due to variability and difficulty in making accurate forecasts and projections or certain information not being ascertainable or accessible, not all of the information necessary for a quantitative reconciliation of the forward-looking non-GAAP financial measures to the most directly comparable GAAP financial measures is available to the Company without unreasonable efforts. The probable significance of providing these forward-looking non-GAAP financial measures without the directly comparable GAAP financial measures is that such GAAP financial measures may be materially different from the corresponding non-GAAP financial measures.
Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by safe harbors created thereby. Shareholders are cautioned that all forward-looking statements are based largely on Alphatec's expectations and involve risks and uncertainties, some of which cannot be predicted or are beyond Alphatec's control. Statements containing a projection of revenue, EBITDA, cost and revenue synergies, additional market opportunities, future economic performance, product development timelines, the acceptance of products by the surgeon community or whether the acquisition agreement will be consummated are just a few examples of forward-looking statements. Some factors that could realistically cause results to differ materially from those projected in the forward-looking statements include the occurrence of any event, change or other circumstances that could give rise to the termination of the acquisition agreement; the outcome of any legal proceedings that have been, or may be, instituted against the Company or Scient'x related to the acquisition agreement; the inability to complete the acquisition due to the failure to obtain shareholder approval for the transaction or the failure to satisfy other conditions to completion of the transaction, including the receipt of all regulatory approvals or third-party consents related to the transaction; risks that the proposed transaction disrupts the Company's current plans and operations and the potential difficulties in employee retention as a result of the acquisition; the ability to recognize the benefits of the transaction; litigation outcomes, including without limitation product liability litigation and litigation related to the infringement of intellectual property of a third party; the impact of healthcare reform and regulations in the United States and other jurisdictions; the Company's ability to meet its financial guidance; the growth rate of the spine market related to aging and elderly patients; the ability to achieve regulatory approval for products in the Company's development pipeline and the successful adoption of such products once approved; the Company's ability to develop and expand its business in the United States, Asia and Europe; the Company's ability to compete with other competing products and with emerging new technologies; continuation of favorable third party payor reimbursement for procedures performed using the Company's products; unanticipated expenses or liabilities or other adverse events affecting cash flow or the Company's ability to successfully control its costs or achieve profitability; and the uncertainty of additional funding. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in the Company's Annual Report on Form 10-K and in the Company's other filings with the Securities and Exchange Commission (the "SEC") available at the SEC's website at http://www.sec.gov.

The statements in this press release reflect the Company's expectations and beliefs as of the date of this release. The Company anticipates that subsequent events and developments will cause its expectations and beliefs to change. However, while the Company may elect to update these forward-looking statements publicly at some point in the future, the Company specifically disclaims any obligation to do so, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing the Company's views as of any date after the date of this release.
Important Additional Information Will Be Filed with the SEC

In connection with the proposed transaction, the Company will file a proxy statement with the SEC. The proxy statement will be mailed to stockholders of Alphatec and will contain important information about Alphatec, Scient'x, the transaction and related matters. SHAREHOLDERS ARE STRONGLY ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain a free copy of the proxy statement (when available) and other documents filed by the Company from the SEC's website at http://www.sec.gov. The proxy statement (when available) and such other documents may also be obtained for free from the Company's website at http://www.alphatecspine.com or by directing such request to Alphatec Spine, Inc., Investor Relations, 5818 El Camino Real, Carlsbad, CA 92008, telephone: (760) 494-6746.

Alphatec, Scient'x and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the proposed acquisition. Information regarding Alphatec's directors and executive officers is contained in Alphatec's Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and its proxy statement dated May 8, 2009, which are filed with the SEC. As of November 30, 2009, Alphatec's directors and executive officers beneficially owned approximately 41.2% of Alphatec's common stock. A more complete description of the interests of Alphatec's directors and officers in the acquisition will be available in the proxy statement relating to the acquisition.