お知らせ • Oct 31
United Therapeutics Corporation (NasdaqGS:UTHR) entered into definitive agreement to acquire Miromatrix Medical Inc. (NasdaqCM:MIRO) from shareholders for $89.1 million.
United Therapeutics Corporation (NasdaqGS:UTHR) entered into definitive agreement to acquire Miromatrix Medical Inc. (NasdaqCM:MIRO) from shareholders for $89.1 million on October 29, 2023. United Therapeutics will commence a tender offer to acquire all outstanding shares of Miromatrix for a purchase price of $3.25 per share in cash at closing plus (b) one contingent value right per Share (each, a “CVR” and collectively, the “CVRs”), which will represent the contractual right to receive up to $1.75 per CVR in cash, without interest and less any required tax withholding (the “Milestone Payment”), upon the achievement of a certain specified milestone (the “Milestone”) in accordance with the terms and subject to the conditions of a contingent value rights agreement (the “CVR Agreement”) to be entered into by United Therapeutics Corporation and Continental Stock Transfer & Trust Company as rights agent (the “Rights Agent”), or such other agent as may be selected by United Therapeutics Corporation and reasonably acceptable to the Company (the Cash Consideration plus one CVR, collectively, the “Offer Consideration”). Following the successful closing of the tender offer, United Therapeutics will acquire any shares of Miromatrix that are not tendered in the tender offer through a second-step merger at the same consideration as paid in the tender offer. The purchase price payable at closing represents a premium of approximately 170% to the 30-day volume-weighted average trading price of Miromatrix’s common stock ending on October 27, 2023, the last trading day before the announcement of the transaction. The Merger Agreement also provides that, in connection with the termination of the Merger Agreement under specified circumstances, including termination by the Company to accept and enter into an agreement with respect to a Superior Proposal, Miromatrix Medical Inc. will be required to pay United Therapeutics Corporation a termination fee in the amount of $4 million.
This transaction is not subject to any financing condition and is expected to close in December 2023, subject to customary closing conditions, including the tender of a majority of the outstanding shares of Miromatrix’s common stock, subject to review by the U.S. Securities and Exchange Commission, which may impact timing, obtain all required consents, approvals or waivers from third parties, including as required under any Material Contract, obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entity, and execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement. The Board of Miromatrix Medical has unanimously (i) determined that the terms of the Merger Agreement, the Offer, the Merger, the CVR Agreement and the other transactions contemplated by the Merger Agreement are fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Offer, the Merger and the CVR Agreement, (iii) resolved that the Merger shall be governed by Section 251(h) of the DGCL, and (iv) resolved to recommend that the Company’s stockholders accept the Offer and tender their shares pursuant to the Offer.
Stephen Glover and Alexander Orr of Gibson, Dunn & Crutcher LLP is acting as legal counsel to United Therapeutics. Piper Sandler is acting as lead financial advisor and fairness opinion provider and Steven C. Kennedy, Michael A. Stanchfield and Brandon C. Mason of Faegre Drinker Biddle & Reath LLP acted as legal counsel to Miromatrix. Craig-Hallum Capital Group LLC also acted as financial advisor to Miromatrix. Continental Stock Transfer & Trust Company acted as transfer agent to Miromatrix Medical.