UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No. 3)
Miromatrix Medical Inc.
(Name of Subject Company)
Miromatrix Medical Inc.
(Name of Persons Filing Statement)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
60471P108
(CUSIP Number of Class of Securities)
Jeff Ross
Chief Executive Officer
6455 Flying Cloud Drive, Suite 107
Eden Prairie, MN 55344
(952) 942-6000
(Name, address, and telephone numbers of person
authorized to receive notices and communications
on behalf of the persons filing statement)
With copies to:
Steven C. Kennedy
Michael A. Stanchfield
Brandon C. Mason
Faegre Drinker Biddle & Reath LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402
(612) 766-7000
| ¨ |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 3 (this “Amendment”)
amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 of Miromatrix Medical Inc., a Delaware corporation
(the “Company”), filed with the Securities and Exchange Commission (the “SEC”) on November 13,
2023 (as amended or supplemented from time to time, the “Recommendation Statement”), relating to the tender offer by
Morpheus Subsidiary Inc. (“Purchaser”), a Delaware corporation and a wholly owned subsidiary of United Therapeutics
Corporation (“Parent”), a Delaware public benefit corporation, to purchase all of the outstanding shares of common
stock of the Company, par value $0.00001 per share (the “Shares”), for (a) $3.25 per Share in cash, plus (b) one
contractual contingent value right per Share, representing the right to receive a contingent payment of $1.75 in cash upon the achievement
of a specified milestone on or prior to December 31, 2025, upon the terms and subject to the conditions set forth in the offer to
purchase, dated as of November 13, 2023 (the “Offer to Purchase”), and in the related letter of transmittal (the
“Letter of Transmittal,” which, together with the Offer to Purchase and other related materials, as each may be amended,
supplemented or otherwise modified from time to time, collectively constitute the “Offer”).
Capitalized terms used in this Amendment but not
defined herein shall have the respective meanings given to such terms in the Recommendation Statement. The information set forth
in the Recommendation Statement remains unchanged and is incorporated herein by reference, except that such information is hereby
amended or supplemented to the extent specifically provided herein.
Item 8. Additional Information.
Item 8 of the Recommendation Statement is hereby
amended and supplemented by adding the following new subsection immediately following the final subsection entitled “—(g) Annual
and Quarterly Reports.”:
“(h) Final Results of the Offer and Expected Completion
of the Merger.
The Offer expired at one minute after 11:59
p.m., New York City time, on December 11, 2023 (such date and time, the “Expiration Date”). Continental
Stock Transfer & Trust Company, in its capacity as Paying Agent for the Offer, advised that, as of the Expiration Date, a
total of 22,876,102 Shares were validly tendered and “received” (as defined in Section 251(h) of the DGCL) by the Paying
Agent and not validly withdrawn pursuant to the Offer, which Shares, together with all other Shares beneficially owned by Purchaser
and its affiliates, represent approximately 83.43% of the Shares outstanding as of the Expiration Date. As of the Expiration Date,
the number of Shares validly tendered and not validly withdrawn pursuant to the Offer, together with all other Shares beneficially
owned by Purchaser and its affiliates, satisfied the Minimum Condition. After the expiration of the Offer, Purchaser irrevocably
accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer. Purchaser will promptly pay for
all such Shares.
As the final step of the acquisition process,
Parent expects to complete its acquisition of the Company by consummating the Merger on December 13, 2023, in accordance with Section 251(h) of
the DGCL, without a vote of the Company’s stockholders. At the Effective Time, Purchaser will be merged with and into the Company,
the separate existence of Purchaser will cease, and the Company will continue as the Surviving Corporation and a wholly owned subsidiary
of Parent. Each issued and outstanding Share immediately before the Effective Time (other than (i) any Excluded Shares and (ii) any
Dissenting Shares) will be converted into the right to receive the Offer Consideration from Purchaser.
As a result of the Merger, the Shares will be
delisted and will cease to trade on the Nasdaq Capital Market. Parent and Purchaser intend to take steps to cause the termination of the
registration of the Shares under the Exchange Act and to suspend all of the Company’s reporting obligations under the Exchange
Act as promptly as practicable.
On December 12, 2023, Parent and the Company
issued a joint press release announcing the expiration and results of the Offer. The full text of the press release is included as Exhibit (a)(5)(D) hereto
and is incorporated herein by reference.”
Item 9. Exhibits.
Item 9 of the Recommendation Statement is hereby
amended by adding the following exhibit.
SIGNATURE
After due inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: December 12, 2023 |
MIROMATRIX MEDICAL INC. |
| |
|
| |
By: |
/s/ James Douglas |
| |
Name: |
James Douglas |
| |
Title: |
Chief Financial Officer |
Exhibit (a)(5)(D)
For Immediate Release
United Therapeutics and Miromatrix
Medical
Announce Successful
Tender Offer
SILVER SPRING, Md., RESEARCH TRIANGLE
PARK, N.C., and EDEN PRAIRIE, Minn., December 12, 2023 -- United Therapeutics Corporation (Nasdaq: UTHR) and Miromatrix
Medical Inc. (Nasdaq: MIRO) announced today the results of the previously announced tender offer by Morpheus Subsidiary Inc.
(“Merger Sub”), a wholly owned subsidiary of United Therapeutics, to acquire all outstanding shares of Miromatrix
for a purchase price of $3.25 per share in cash at closing and an additional $1.75 per share in cash upon the achievement of a clinical
development milestone related to Miromatrix’s development-stage, fully-implantable manufactured kidney product known as mirokidney™
by December 31, 2025.
The tender offer expired at one minute
after 11:59 p.m., New York City time, on December 11, 2023. Continental Stock Transfer & Trust Company, the depositary
and paying agent for the tender offer, has indicated that, as of the expiration, shares representing more than a majority of the issued
and outstanding Miromatrix common stock were validly tendered and received, and not validly withdrawn. Merger Sub expects to accept for
purchase all shares validly tendered and not validly withdrawn in the tender offer and to promptly pay for such shares in accordance
with the terms of the offer.
As previously announced, Merger Sub
will be merged with and into Miromatrix without the need for a vote of Miromatrix’s stockholders. As a result of the merger, all
shares of Miromatrix common stock that were not validly tendered will be converted into the right to receive the consideration paid in
the tender offer (other than shares held by stockholders who properly exercise appraisal rights). After the merger, Miromatrix will be
a wholly owned subsidiary of United Therapeutics, shares of Miromatrix common stock will cease to be traded on Nasdaq, and United Therapeutics
intends promptly to cause such shares to be delisted. The parties expect to complete the merger on Wednesday, December 13, 2023.
Gibson, Dunn & Crutcher LLP
is acting as legal counsel for United Therapeutics. For Miromatrix, Piper Sandler is acting as lead financial advisor and Faegre Drinker
Biddle & Reath LLP as legal counsel. Craig-Hallum Capital Group LLC also acted as financial advisor to Miromatrix.
United Therapeutics:
Enabling Inspiration
At United Therapeutics, our vision and
mission are one. We use our enthusiasm, creativity, and persistence to innovate for the unmet medical needs of our patients and to benefit
our other stakeholders. We are bold and unconventional. We have fun; we do good. We are the first publicly traded biotech or pharmaceutical
company to take the form of a public benefit corporation. Our public benefit purpose is to provide a brighter future for patients
through the development of novel pharmaceutical therapies; and technologies that expand the availability of transplantable organs.
You can learn more about what it means
to be a PBC here: unither.com/pbc.
About Miromatrix
Medical
Miromatrix is a life sciences company
pioneering a novel technology for bioengineering fully transplantable human organs to help save and improve patients’ lives. Miromatrix
has developed a proprietary perfusion technology platform for bioengineering organs that it believes will efficiently scale to address
the shortage of available human organs. Miromatrix’s initial development focus is on bioengineered human livers and kidneys.
Forward-looking Statements
United Therapeutics and Miromatrix are
providing this information as of December 12, 2023 and undertake no obligation to update or revise the information contained in
this press release whether as a result of new information, future events or any other reason. Statements included in this press release
that are not historical in nature are forward-looking statements, including, but not limited to, statements related to: the acceptance
of and payment for shares validly tendered in the tender offer; the timing of the merger of Merger Sub and Miromatrix; United Therapeutics’
plan to innovate for the unmet medical needs of its patients and to benefit its other stakeholders, and its plan to provide a brighter
future for patients through the development of novel pharmaceutical therapies and technologies that expand the availability of transplantable
organs; and the ability of Miromatrix’s technology platform to address the availability of organs for patients in need. Forward-looking
statements are based on United Therapeutics or Miromatrix management’s beliefs, as well as assumptions made by, and information
currently available to, them. Because such statements are based on expectations as to future events and results and are not statements
of fact, actual events and results may differ materially from those projected. The risks and uncertainties which forward-looking statements
are subject to include, but are not limited to: the ability of United Therapeutics to successfully integrate Miromatrix’s operations
and technology; future research and development results, including preclinical and clinical trial results; the timing or outcome of FDA
approvals or actions, if any; and other risks and uncertainties, such as those described in periodic and other reports filed by United
Therapeutics and Miromatrix with the Securities and Exchange Commission, including their respective most recent Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.
MIROKIDNEY is a registered trademark
of Miromatrix Medical Inc.
For Further Information Contact:
United Therapeutics:
Dewey Steadman
Phone: (202) 919-4097
https://ir.unither.com/contact-uthr/ |
Miromatrix Investors:
Greg Chodaczek
Phone: (347) 620-7010
E-mail: ir@miromatrix.com |
Miromatrix Media:
Christina Campbell
Phone: (612) 924-3793
christina@media-minefield.com |
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