UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
TENDER OFFER STATEMENT
UNDER
SECTION 14(D)(1) OR 13(E)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
Miromatrix Medical Inc.
(Name of Subject Company — Issuer)
Morpheus Subsidiary Inc.
a
wholly owned subsidiary of
United Therapeutics Corporation
(Names of Filing Persons — Offerors)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
60471P108
(CUSIP Number of Class of Securities)
John S. Hess, Jr., Esq.
Executive Vice President and Deputy General
Counsel
United Therapeutics Corporation
1735 Connecticut Avenue, N.W.
Washington, D.C. 20009
(202) 483-7000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices
and Communications on Behalf of Filing Persons)
Copies
to:
Stephen I. Glover, Esq.
Alexander L. Orr, Esq.
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036
(202) 955-8500
| x | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes to designate any transactions to which
this statement relates:
| x | third party tender offer
subject to Rule 14d-l |
| ¨ | issuer
tender offer subject to Rule 13e-4 |
| ¨ | going-private
transaction subject to Rule 13e-3 |
| ¨ | amendment
to Schedule 13D under Rule 13d-2 |
Check the following box if the filing is a final amendment reporting
the results of the tender offer. ¨
If applicable, check the appropriate box(es) below to designate the
appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This filing relates solely to preliminary communications
made before the commencement of a tender offer for the outstanding common stock of Miromatrix Medical Inc. (“Miromatrix”)
by Morpheus Subsidiary Inc. (“Merger Sub”), a wholly owned subsidiary of United Therapeutics Corporation (“United
Therapeutics”), to be commenced pursuant to the Agreement and Plan of Merger, dated as of October 29, 2023, by and among
Miromatrix, Merger Sub and United Therapeutics.
Important Information About the Tender Offer
The tender offer described in this document has
not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer
to sell any shares of the common stock of Miromatrix or any other securities, nor is it a substitute for the tender offer materials described
herein. At the time the planned tender offer is commenced, a tender offer statement on Schedule TO, including an offer to purchase, a
letter of transmittal and related documents, will be filed by United Therapeutics and Merger Sub with the Securities and Exchange Commission
(the “SEC”), and a solicitation/recommendation statement on Schedule 14D-9 will be filed by Miromatrix with the SEC.
INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ CAREFULLY BOTH THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER
OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM
TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER
BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES.
Investors and security holders may obtain a free
copy of the Offer to Purchase, the related Letter of Transmittal, certain other tender offer documents and the Solicitation/Recommendation
Statement (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing
such requests to Innisfree M&A Incorporated, the Information Agent for the tender offer, at (877) 456-3463 (toll free) or by email
at info@innisfreema.com. In addition, United Therapeutics and Miromatrix file annual, quarterly and current reports and other information
with the SEC, which are available to the public from commercial document-retrieval services and at the SEC’s website at www.sec.gov.
Copies of the documents filed with the SEC by United Therapeutics may be obtained at no charge on United Therapeutics’ internet
website at ir.unither.com or by contacting United Therapeutics at 1000 Spring Street, Silver Spring, MD 20910 or (301) 608-9292. Copies
of the documents filed with the SEC by Miromatrix may be obtained at no charge on Miromatrix’s internet website at miromatrix.com
or by contacting Miromatrix at 6455 Flying Cloud Drive, Suite 107, Eden Prairie, MN 55344 or (952) 942-6000.
Cautionary Statement Regarding Forward-Looking
Statements
United Therapeutics and Miromatrix are providing
this information as of October 30, 2023 and undertake no obligation to update or revise the information contained in this document
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 timing of the consummation of the business
combination transaction between United Therapeutics and Miromatrix (the “Transaction”); the potential financial upside
of the Transaction; United Therapeutics’ research and development pipeline, including its plans to address the shortage of transplantable
organs; United Therapeutics’ expectation that the Miromatrix acquisition will help enhance its ability to achieve its organ manufacturing
goals; Miromatrix’s expectation that the Transaction will accelerate the development of its pipeline; 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, whether prior to or following the consummation of the Transaction,
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 depending on a number of factors affecting the Transaction and Miromatrix’s business. The risks and uncertainties
which forward-looking statements are subject to include, but are not limited to: the risk that the Transaction may not be completed in
a timely manner or at all, which may adversely affect Miromatrix’s business and the price of Miromatrix common stock; the failure
to satisfy the conditions to the consummation of the Transaction, including the tender of a majority of the outstanding shares of Miromatrix
common stock; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement;
the effect of the announcement or pendency of the Transaction on Miromatrix’s business relationships, operating results, and business
generally; risks that the proposed Transaction disrupts current plans and operations of Miromatrix or United Therapeutics and potential
difficulties in Miromatrix employee retention as a result of the Transaction; risks related to diverting management’s attention
from Miromatrix’s ongoing business operations; the outcome of any legal proceedings that may be instituted against Miromatrix related
to the merger agreement or the Transaction; the ability of United Therapeutics to successfully integrate Miromatrix’s operations
and technology after the Transaction closes; 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.
Exhibit 99.1
For Immediate
Release
United Therapeutics to Acquire Miromatrix Medical
SILVER SPRING, Md., RESEARCH TRIANGLE PARK, N.C., and EDEN PRAIRIE,
Minn., October 30, 2023 -- United Therapeutics Corporation (Nasdaq: UTHR) and Miromatrix Medical Inc. (Nasdaq: MIRO)
announced today a definitive agreement for United Therapeutics to acquire Miromatrix.
Miromatrix is a life sciences company focused on the development of
bioengineered organs composed of human cells. United Therapeutics is a biotechnology company with six FDA-approved therapies to address
rare, life-threatening conditions, and a pipeline that includes four ongoing registration-phase studies. The acquisition of Miromatrix
will expand United Therapeutics’ existing complementary platform of organ manufacturing programs, which include ex-vivo lung perfusion,
xenotransplantation, 3-D bioprinting, and regenerative medicine approaches with the objective of creating an unlimited supply of tolerable,
transplantable organs.
“At United Therapeutics, we are determined to rectify the severe
shortage of transplantable organs,” said Martine Rothblatt, Ph.D., Chairperson and Chief Executive Officer of United Therapeutics.
“We expect that Miromatrix will help us in this mission, bringing a number of new approaches, highly-skilled personnel, and state
of the art facilities as additional shots on goal to complement our existing organ manufacturing programs.”
“United Therapeutics’ dedication to solving the chronic
shortage of transplantable organs is a vision we share at Miromatrix,” said Jeff Ross, Ph.D., Chief Executive Officer of
Miromatrix. “This transaction provides our shareholders with a substantial premium and allows them to participate in the potential
upside of our combination, while accelerating the development of our pipeline as we strive to make bioengineered organs a reality for
the many patients in need.”
Terms of the Agreement
United Therapeutics will commence a tender offer to acquire all outstanding
shares of Miromatrix for a purchase price of $3.25 per share in cash at closing (an aggregate of approximately $91 million) 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.
This transaction is not subject to any financing condition and is expected
to close in the fourth quarter of 2023, subject to customary closing conditions, including the tender of a majority of the outstanding
shares of Miromatrix’s common stock. Following the successful closing of the tender offer, United Therapeutics will acquire any
shares of Miromatrix that are not tendered in the tender offer through a second-step merger at the same consideration as paid in the tender
offer.
The purchase price payable at closing represents a premium of approximately
170% to the 30-day volume-weighted average trading price of Miromatrix’s common stock ending on October 27, 2023, the last
trading day before the announcement of the transaction. Miromatrix’s Board of Directors unanimously recommends that Miromatrix’s
stockholders tender their shares in the tender offer.
For United Therapeutics, Gibson, Dunn & Crutcher LLP is acting
as legal counsel. 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.
About United Therapeutics
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
Miromatrix Medical Inc. is a life sciences
company pioneering a novel technology for bioengineering fully transplantable human organs to help save and improve patients’ lives.
Miromatrix Medical 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 Medical’s initial development focus is on human livers and
kidneys. For more information, visit miromatrix.com.
MIROKIDNEY is a registered trademark of Miromatrix Medical, Inc.
ADDITIONAL INFORMATION REGARDING THE PROPOSED TRANSACTION
The tender offer described in this document has not yet commenced.
This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any shares
of the common stock of Miromatrix or any other securities, nor is it a substitute for the tender offer materials described herein. At
the time the planned tender offer is commenced, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal
and related documents, will be filed by United Therapeutics and Morpheus Subsidiary Inc. with the Securities and Exchange Commission (the
“SEC”), and a solicitation/recommendation statement on Schedule 14D-9 will be filed by Miromatrix with the SEC.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY BOTH
THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS)
AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING THE OFFER, IN EACH CASE, AS THEY MAY BE AMENDED FROM
TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER
BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES.
Investors and security holders may obtain
a free copy of the Offer to Purchase, the related Letter of Transmittal, certain other tender offer documents and the Solicitation/ Recommendation
Statement (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing
such requests to Innisfree M&A Incorporated, the Information Agent for the tender offer, at (877) 456-3463 (toll free) or by email
at info@innisfreema.com. In addition, United Therapeutics and Miromatrix file annual, quarterly and current reports and
other information with the SEC, which are available to the public from commercial document-retrieval services and at the SEC’s
website at www.sec.gov. Copies of the documents filed with the SEC by United Therapeutics may be obtained at no charge on United Therapeutics’
internet website at ir.unither.com or by contacting United Therapeutics at 1000 Spring Street, Silver Spring, MD 20910 or (301)
608-9292. Copies of the documents filed with the SEC by Miromatrix may be obtained at no charge on Miromatrix’s internet website
at miromatrix.com or by contacting Miromatrix at 6455 Flying Cloud Drive, Suite 107, Eden Prairie, MN 55344 or (952) 942-6000.
Forward-looking Statements
United Therapeutics and Miromatrix are providing this information as
of October 30, 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 timing of the consummation of the business combination
transaction between United Therapeutics and Miromatrix (the “Transaction”); the potential financial upside of the Transaction;
United Therapeutics’ research and development pipeline, including its plans to address the shortage of transplantable organs; United
Therapeutics’ expectation that the Miromatrix acquisition will help enhance its ability to achieve its organ manufacturing goals;
Miromatrix’s expectation that the Transaction will accelerate the development of its pipeline; 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, whether prior to or following the consummation of the Transaction,
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 depending on a number of factors affecting the Transaction and Miromatrix’s business. The risks and uncertainties
which forward-looking statements are subject to include, but are not limited to: the risk that the Transaction may not be completed in
a timely manner or at all, which may adversely affect Miromatrix’s business and the price of Miromatrix common stock; the failure
to satisfy the conditions to the consummation of the Transaction, including the tender of a majority of the outstanding shares of Miromatrix
common stock; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement;
the effect of the announcement or pendency of the Transaction on Miromatrix’s business relationships, operating results, and business
generally; risks that the proposed Transaction disrupts current plans and operations of Miromatrix or United Therapeutics and potential
difficulties in Miromatrix employee retention as a result of the Transaction; risks related to diverting management’s attention
from Miromatrix’s ongoing business operations; the outcome of any legal proceedings that may be instituted against Miromatrix related
to the merger agreement or the Transaction; the ability of United Therapeutics to successfully integrate Miromatrix’s operations
and technology after the Transaction closes; 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.
For Further Information Contact:
United Therapeutics:
Dewey Steadman
Phone: (202) 919-4097
https://ir.unither.com/contact-uthr/
Miromatrix Investor Contact:
Greg Chodaczek
Phone: 347-620-7010
E-mail: ir@miromatrix.com
Miromatrix Media Contact:
Christina Campbell
Phone: 612-924-3793
christina@media-minefield.com
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