In a monumental move set to reshape the landscape of organ manufacturing, United Therapeutics Corporation and Miromatrix Medical Inc have officially inked a definitive agreement for acquisition. Following this pivotal announcement, Miromatrix Medical’s stock soared by over 216%, a testament to the significance of the deal.
At the time of this publication, Miromatrix Medical Inc stock (MIRO) has witnessed a surge.
Miromatrix Medical Inc
Current Price: $3.29
Change : +2.25
Change (%): (216.35%)
Volume: 1.5M
Source: Tomorrow Events Market Data
Miromatrix Medical, a pioneering life sciences company specializing in the development of bioengineered organs using human cells, will be integrated into United Therapeutics, a biotechnology powerhouse armed with six FDA-approved therapies tailored for rare, life-threatening conditions. Additionally, United Therapeutics boasts a pipeline featuring four ongoing registration-phase studies.
This acquisition is poised to fortify United Therapeutics’ existing arsenal of organ manufacturing programs, encompassing ex-vivo lung perfusion, xenotransplantation, 3-D bioprinting, and regenerative medicine methodologies, all with the overarching goal of generating a boundless supply of viable, transplantable organs.
Martine Rothblatt, Ph.D., Chairperson and Chief Executive Officer of United Therapeutics, affirmed the company’s unwavering commitment to alleviating the dire shortage of transplantable organs. “We anticipate that Miromatrix will be instrumental in advancing this mission, contributing an array of fresh strategies, a highly skilled workforce, and cutting-edge facilities to bolster our current organ manufacturing initiatives.”
Jeff Ross, Ph.D., Chief Executive Officer of Miromatrix, echoed this sentiment, stating, “United Therapeutics’ dedication to solving the chronic shortage of transplantable organs is a vision we share at Miromatrix.” He further emphasized how this transaction not only provides shareholders with a substantial premium but also accelerates the development of their pipeline, ultimately striving to turn bioengineered organs into a tangible reality for countless patients in need.
Terms of the Agreement
United Therapeutics is set to initiate a tender offer to acquire all outstanding shares of Miromatrix at a purchase price of $3.25 per share in cash at closing, totaling approximately $91 million. An additional $1.75 per share in cash will be disbursed upon the achievement of a clinical development milestone related to Miromatrix’s mirokidney™, a fully-implantable manufactured kidney product, by December 31, 2025.
The transaction does not hinge on any financing conditions and is anticipated to conclude in the fourth quarter of 2023, contingent upon standard closing requisites, including the tender of a majority of Miromatrix’s common stock. Subsequent to the successful completion of the tender offer, United Therapeutics will proceed to acquire any remaining untendered shares of Miromatrix through a second-step merger at the same rate offered in the tender offer.
The closing purchase price represents an approximately 170% premium to the 30-day volume-weighted average trading price of Miromatrix’s common stock concluding on October 27, 2023, the final trading day prior to the transaction’s revelation. Miromatrix’s Board of Directors stands united in recommending that stockholders tender their shares during the offer.
Gibson, Dunn & Crutcher LLP will serve as legal counsel for United Therapeutics, while Piper Sandler takes the lead as financial advisor for Miromatrix, with legal representation provided by Faegre Drinker Biddle & Reath LLP. Craig-Hallum Capital Group LLC also played a pivotal role as a financial advisor to Miromatrix in this landmark agreement.
