LOS
ANGELES, Aug. 22, 2022 /PRNewswire/ -- Aurora
Capital Partners ("Aurora"), a leading middle-market private equity
firm, today announced the successful completion of the previously
commenced all-cash tender offer by Aurora's affiliate, Raven
Houston Merger Sub, Inc. ("Purchaser") to purchase all of the
issued and outstanding shares of common stock (the "Shares") of
Sharps Compliance Corp. (NASDAQ: SMED) ("Sharps"), a leading
full-service national provider of comprehensive waste management
solutions including medical, pharmaceutical and hazardous waste,
for $8.75 per share, net to the
seller in cash, without interest and less any applicable
withholding taxes.
The tender offer expired one minute after 11:59 p.m., New York
City time, on August 19, 2022
(the "Expiration Date"). As of the Expiration Date, a total
of 16,830,657 Shares were validly tendered and not withdrawn from
the tender offer, representing approximately 82% of the number of
Shares that are issued and outstanding as of the Expiration Date on
a fully diluted basis. As of such Expiration Date, all
conditions to the tender offer have been satisfied or waived.
Purchaser has accepted for payment, and expects to promptly pay
for, all such Shares validly tendered and not validly withdrawn in
accordance with the terms of the tender offer.
As a result of its acceptance of the Shares tendered in the
tender offer, Purchaser has acquired a sufficient number of Shares
to close the merger of Purchaser with and into Sharps without the
affirmative vote of the Sharps remaining public stockholders
pursuant to Section 251(h) of the Delaware General Corporation Law.
The parties expect to consummate the merger on August 23, 2022. In connection with the merger,
the remaining outstanding Shares will be converted into the right
to receive $8.75 per share in cash,
without interest and subject to any required withholding taxes
(which is the same amount per Share paid in the tender offer). As a
result of the tender offer and the merger, Sharps will become a
privately-held company and Sharps common stock will cease trading
on the NASDAQ.
About Aurora Capital Partners
Aurora Capital Partners is a leading Los Angeles-based private equity firm with
over $4.5 billion in assets under
management. Founded in 1991, the firm focuses principally on
control investments in middle-market companies with leading market
positions, stable industry dynamics, attractive business model
characteristics and actionable opportunities for growth in
partnership with management. Aurora provides unique resources to
its portfolio companies through its Strategy & Operations
Program and its team of experienced operating advisors. Aurora's
investors include leading public and corporate pension funds,
endowments and foundations active in private equity investing. For
more information about Aurora Capital Partners, visit:
www.auroracap.com.
About Sharps Compliance Corp.
Headquartered in Houston,
Texas, Sharps Compliance Corp. (NASDAQ: SMED) is a leading
business-to-business services provider to the healthcare, long-term
care and retail pharmacy markets. Sharps Compliance offers
comprehensive solutions for the management of regulated medical
waste, hazardous waste and unused medications. For more
information, visit: www.sharpsinc.com.
Forward-Looking Statements
The information in this press release contains certain
forward-looking statements relating to the transactions between
Purchaser and Sharps, strategic and other potential benefits of the
transactions, and other statements about Aurora's, Purchaser's or
Sharps' future expectations, beliefs, goals, plans or prospects
that are based on current beliefs, expectations and assumptions
made by, and information currently available to, the management of
Aurora, Purchaser and Sharps on the date of this press
release. When used in this press release, the words "may,"
"could," "position," "plan," "potential," "designed," "continue,"
"anticipate," "believe," "expect," "estimate," "project," and
"intend" and words or phrases of similar import are intended to
identify forward-looking statements. Such statements reflect known
and unknown risks, uncertainties, and assumptions related to
certain factors including, without limitation, those risks and
uncertainties described under the heading "Risk Factors" in Sharps'
periodic reports on file with the U.S. Securities and Exchange
Commissions ("SEC"). These statements speak only as of the
date of this press release and are based on Aurora's, Purchaser's
and Sharp's current plans and expectations and involve risks and
uncertainties that could cause actual future events or results to
be different from those described in or implied by such
forward-looking statements, including risks and uncertainties
regarding: changes in financial markets; changes in economic,
political or regulatory conditions; changes in facts and other
circumstances and uncertainties concerning the transactions; and
other factors set forth from time to time in Sharps' SEC filings,
including its Annual Reports on Form 10-K and Quarterly
Reports on Form 10-Q, as well as the tender offer
statement, solicitation/recommendation statement and other tender
offer documents filed by Aurora, Purchaser and Sharps, as
applicable. None of Sharps, Aurora, Purchaser or any of their
affiliates undertakes any obligation to publicly update or revise
any forward-looking statement, whether as a result of new
information, future developments, subsequent events, circumstances
or otherwise, except as may be required by any applicable
securities laws.
For more information contact:
For Aurora Capital Partners
ASC Advisors
Steve Bruce / Taylor Ingraham
Phone: (203) 992-1230
Email: sbruce@ascadvisors.com / tingraham@ascadvisors.com
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SOURCE Aurora Capital Partners