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("Embody"), a medical device company focused on soft tissue healing, that expanded our product portfolio for the sports medicine market.
−Removed: The initial consideration paid to the former Embody shareholders in the acquisition consisted of the issuance of 1.1 million shares of our common stock valued at $135.0 million (the "Embody Shares") and $19.5 million of cash for a total value of $154.5 million.
+Added: The initial consideration paid to the former Embody shareholders upon the closing of the acquisition consisted of the issuance of 1.1 million shares of our common stock valued at $135.0 million and $19.5 million of cash for a total value of $154.5 million.
The Embody Shares were issued to those former Embody shareholders whom we reasonably believed to be accredited investors in a private transaction exempt from registration under Section 4(a)(2) and Regulation D under the Securities Act.
−Removed: The Embody acquisition includes additional consideration of up to $120.0 million in fair value of our common stock and cash that is subject to achieving future regulatory and commercial milestones based on sales growth over a three-year period.
−Removed: To minimize the dilution from the issuance of the Embody Shares, we repurchased the shares of our common stock in the three-month period ended March 31, 2023 set forth below.
+Added: The Embody acquisition includes additional consideration of up to $120.0 million in fair value of our common stock and cash that is subject to achieving a regulatory milestone during a specified timeframe after the closing and achieving future commercial milestones based on sales growth over a three-year period.
+Added: Due to achievement of the regulatory milestone, on June 16, 2023, we issued 0.1 million shares of our common stock valued at $15.5 million to the former Embody shareholders whom we reasonably believed to be accredited investors in a private transaction exempt from registration under Section 4(a)(2) and Regulation D under the Securities Act.
+Added: To minimize the dilution from the issuance of these shares, we repurchased the shares of our common stock in the three-month period ended June 30, 2023 as set forth below.
Issuer Purchases of Equity Securities
−Removed: The following table summarizes repurchases of common stock settled during the three-month period ended March 31, 2023:
+Added: The following table summarizes repurchases of common stock settled during the three-month period ended June 30, 2023:
Total Number of Shares Purchased
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Purchased Under the Program (1)
−Removed: February 2023
(1) In February 2016, our Board of Directors authorized a $1.0 billion share repurchase program effective March 1, 2016, with no expiration date.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.