Misonix to acquire Solsys Medical for approximately US$97 million

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Solsys
TheraSkin (Solsys)

Misonix, Inc., a provider of minimally invasive therapeutic ultrasonic medical devices, has announced that it has entered into a definitive agreement with Solsys Medical, a regenerative medical company and allograft producer, to acquire Solsys in an all-stock transaction valued at approximately US$97 million.

Solsys markets an advanced wound care product under the brand name TheraSkin, a cellular and tissue-based product for regenerative wound healing designed to help healthcare professionals treat difficult-to-heal chronic wounds. TheraSkin is a clinically proven, minimally manipulated, living human split-thickness skin allograft that is cryopreserved to retain living cells and growth factors while maintaining a mature native human dermal architecture. The versatility in applications and sizes of TheraSkin reduces product waste and helps drive operational efficiencies to better manage total cost of care and quality outcomes needed to treat difficult to heal and chronic wounds. TheraSkin has been applied to over 100,000 wounds supported by multiple clinical studies.

The planned acquisition of Solsys substantially broadens Misonix’s addressable market through wound care solutions that are complementary to its existing products. In calendar 2019, Solsys is expected to achieve sales of approximately US$32 million. In fiscal 2020, the pro forma company is expected to generate over US$80 million in sales. The combined company anticipates top line revenue growth in excess of 20% per annum over the next several years.

Stavros Vizirgianakis, president and CEO of Misonix, commented, “We have known the team at Solsys for over two years and have been impressed in their ability to grow their revenue meaningfully during that time. The acquisition of Solsys Medical is a transformative event for Misonix and represents a strategically and financially compelling growth opportunity for the Company and for our shareholders. Solsys and its leading wound treatment application, TheraSkin, is highly complementary to Misonix’s existing wound debridement solution, SonicOne. As a result, the combined entity will be ideally positioned to establish a new standard of care in the growing chronic wound care market through what we view as the best-in-class wound treatment solution. The Misonix-Solsys differentiated wound care treatment is supported by extensive clinical data that demonstrates the positive impact to critical aspects of wound healing process that lead to improved patient outcomes, as well as clinical efficacy and a strong economic value proposition for hospitals.”

Under the terms of the agreement, Misonix will issue approximately 5.7 million new shares to Solsys unitholders. After the completion of the transaction, it is expected that Misonix shareholders immediately prior to the closing will own 64% of the combined entity, and Solsys unitholders will own 36%. Misonix will also assume Solsys’ outstanding secured debt of approximately US$20 million upon closing.

Joe Dwyer, chief financial officer of Misonix, commented, “The acquisition of Solsys marks further progress in advancing Misonix’s goals for continued growth and enhancing shareholder value with TheraSkin sales that are growing at an annual rate in excess of 25%. The acquisition also enhances Misonix’s ability to address the domestic wound biologics market, which is valued at approximately US$700 million annually, and is projected to grow at a compound annual growth rate of 8%. We believe this transaction creates significant mid and long-term growth opportunities for the combined company to grow revenue in excess of 20% per annum over the next several years.

The transaction has been approved by the boards of directors of both companies. The completion of the acquisition and the issuance of Misonix shares in connection with the proposed transaction is subject to the approval by Misonix shareholders and the completion of the transaction is subject to approval by 55% of Solsys’ Series E unitholders and a majority of its Common unitholders, Series A unitholders, Series B unitholders, Series C unitholders and Series D unitholders, voting as a single class, as well as the satisfaction of certain customary closing conditions. The transaction is expected to be completed in the third quarter of calendar year 2019.

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