CONMED Announces Definitive Agreement to Acquire Biorez, Inc.
August 01 2022 - 4:05PM
Business Wire
- Through this acquisition, CONMED acquires next generation
bioinductive collagen scaffold technology for application in sports
medicine soft tissue healing
- CONMED to host conference call today at 4:30 p.m.
ET
CONMED Corporation (NYSE: CNMD) today announced a
definitive agreement to acquire privately held Biorez, Inc.
(Biorez), on a cash-free, debt-free basis, for cash consideration
of $85 million at closing, subject to adjustment, and up to an
additional $165 million in growth-based earnout payments over a
four-year period. The transaction is expected to be financed
through the company's existing credit facility. The transaction is
expected to close in early August 2022.
Biorez is a medical device start-up based in New Haven, CT and
is focused on advancing the healing of soft tissue using its
proprietary BioBrace® Implant technology. The BioBrace implant is
an innovative bioinductive scaffold that is intended to reinforce
soft tissue where weakness exists and facilitate healing. BioBrace®
is cleared for use by the FDA in multiple product sizes.
“The addition of Biorez and its BioBrace® platform represents an
important step forward for our sports medicine portfolio,”
commented Curt R. Hartman, CONMED’s Chair of the Board, President,
and Chief Executive Officer. “BioBrace® fits seamlessly into our
existing suite of products, and we are excited to advance the next
generation of healing in sports medicine. BioBrace® represents the
type of high-growth, high-margin platform that drives our long-term
vision for CONMED.”
Kevin Rocco, Chief Executive Officer of Biorez added, “I am
proud of the Biorez team for developing an innovative healing
solution that provides a new treatment option for surgeons and
patients. We are thrilled to join CONMED to accelerate the growth
of our technology on a global scale.”
“Kevin and his team have created an extraordinary biomedical
device that can improve the standard of care in sports medicine
procedures,” commented Pat Beyer, CONMED’s President of
International and Global Orthopedics. “I look forward to working
closely with the Biorez team and leveraging their technical
experience as we work to generate clinical data and bring this
product to a broader group of customers and patients.”
Financial Highlights and Update to 2022 Outlook
CONMED expects this acquisition to add approximately $1 million
in revenue to its recently provided full-year 2022 revenue
guidance.
CONMED expects the acquisition to be approximately $0.10 to
$0.15 dilutive to adjusted cash earnings per share in 2022 and
2023, and accretive thereafter. Therefore, CONMED now expects
full-year 2022 adjusted diluted net earnings per share in the range
of $3.25 to $3.45.
Conference Call
The Company’s management will host a conference call today at
4:30 p.m. ET to discuss its definitive agreement to acquire Biorez,
Inc.
To participate in the conference call via telephone, please
click here to pre-register and obtain the dial-in number and
passcode.
This conference call will also be webcast and can be accessed
from the “Investors” section of CONMED's website at www.conmed.com.
The webcast replay of the call will be available at the same site
approximately one hour after the end of the call.
Advisors
Sullivan & Cromwell LLP and DLA Piper LLP are acting as
legal counsel for CONMED. Canaccord Genuity LLC is acting as
financial advisor and Shipman & Goodwin LLP, Burns &
Levinson LLP, and Latham & Watkins LLP are acting as legal
counsel for Biorez, Inc. in connection with the transaction.
About CONMED Corporation
CONMED is a medical technology company that provides surgical
devices and equipment for minimally invasive procedures. The
Company’s products are used by surgeons and physicians in a variety
of specialties, including orthopedics, general surgery, gynecology,
thoracic surgery, and gastroenterology. For more information, visit
www.conmed.com.
About Biorez, Inc.
Biorez is a New Haven, CT based medical device start-up focused
on advancing the healing of soft tissues using its proprietary
BioBrace® Implant technology.
Forward-Looking Statements
This press release may contain forward-looking statements based
on certain assumptions and contingencies that involve risks and
uncertainties, which could cause actual results, performance, or
trends to differ materially from those expressed in the
forward-looking statements herein or in previous disclosures. For
example, in addition to general industry and economic conditions,
factors that could cause actual results to differ materially from
those in the forward-looking statements may include, but are not
limited to, the risks posed to the Company’s business, financial
condition, and results of operations by the COVID-19 global
pandemic and the various government responses to the pandemic,
including deferral of surgeries, reductions in hospital and
ambulatory surgery center operating volumes, disruption to
potential supply chain reliability; the ability of CONMED to
advance Biorez’s product lines following the Merger, including
challenges and uncertainties inherent in product research and
development, and the uncertain impact, outcome and cost of ongoing
and future clinical trials and market studies; uncertainties as to
the timing for completion of the Merger; the possibility that
various conditions to complete the Merger may not be satisfied or
waived; transaction costs in connection with the Merger; the
potential effects of the Merger on relationships with employees,
customers, other business partners or governmental entities; any
assumptions underlying any of the foregoing; as well as risk
factors discussed in the Company’s Annual Report on Form 10-K for
the full year ended December 31, 2021 and other risks and
uncertainties which may be detailed from time to time in reports
filed by CONMED with the SEC. CONMED’s shareholders and other
investors are cautioned that any such forward-looking statements
are not guarantees of future performance and to not place undue
reliance on these forward-looking statements, as actual results may
differ materially from those currently anticipated. All
forward-looking statements are based on information currently
available to CONMED, and CONMED undertakes no obligation to update
any such forward-looking statements as a result of new information,
future developments or otherwise, except as expressly required by
law.
The Company believes that all forward-looking statements made by
it have a reasonable basis, but there can be no assurance that
management’s expectations, beliefs or projections as expressed in
the forward-looking statements will actually occur or prove to be
correct.
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version on businesswire.com: https://www.businesswire.com/news/home/20220801005714/en/
Todd Garner Chief Financial Officer 727-214-2975
ToddGarner@conmed.com
CONMED (NYSE:CNMD)
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