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
(AMENDMENT NO. 2)
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
¨ Check
the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate
any transactions to which the statement relates:
x Third-party
tender offer subject to Rule 14d-1.
¨ 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: x
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 Amendment No. 2 (this “Amendment”)
amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on November 13,
2023 (together with any subsequent amendments and supplements thereto, the “Schedule TO”), by Morpheus Subsidiary Inc.,
a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of United Therapeutics Corporation, a Delaware public
benefit corporation (“Parent”), and Parent. The Schedule TO relates to the offer by Purchaser to purchase all of the
outstanding shares of common stock, par value $0.00001 per share (the “Shares”), of Miromatrix Medical Inc., a Delaware
corporation (the “Company”), in exchange for (i) $3.25 per Share in cash, plus (ii) 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, subject to and in accordance with the terms of a contingent value rights agreement entered into
with Continental Stock Transfer & Trust Company, in each case without interest and subject to deduction for any required tax
withholding, on the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, copies
of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
Except as otherwise set forth in this Amendment,
the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items
in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO or, if not defined
in the Schedule TO, the Offer to Purchase.
Items 1 through
9; and Item 11
The disclosure in the Offer to Purchase and
Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer
to Purchase, is hereby amended and supplemented as follows:
“The Offer and
related withdrawal rights expired at one minute after 11:59 p.m., New York City time, on December 11, 2023 (such date and time, the
“Expiration Date”). The Paying Agent has advised that, as of the Expiration Date, 22,876,102 Shares had been validly
tendered in the Offer and “received” (as defined in Section 251(h) of the DGCL) by the Paying Agent and not validly
withdrawn, representing approximately 83.43% of the Shares outstanding as of such time. Accordingly, the Minimum Condition has been
satisfied. Purchaser has accepted and has stated that it will pay for such Shares as soon as practicable after the Expiration Date in
accordance with the terms of the Offer.
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, without interest and less any required tax withholding,
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 attached
as Exhibit (a)(5)(D) to the Schedule TO and is incorporated herein by reference.”
Item 12 of the Schedule TO is hereby amended and supplemented by adding
the following exhibit:
SIGNATURES
After due inquiry and to the best knowledge and belief of the undersigned,
each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
|
MORPHEUS SUBSIDIARY INC. |
|
|
|
By: |
/s/ John S. Hess, Jr. |
|
Name: |
John S. Hess, Jr. |
|
Title: |
Executive Vice President, Deputy General Counsel, and Assistant
Corporate Secretary |
|
UNITED THERAPEUTICS CORPORATION |
|
By: |
/s/ John S. Hess, Jr. |
|
Name: |
John S. Hess, Jr. |
|
Title: |
Executive Vice President, Deputy General Counsel, and Assistant Corporate Secretary |
Date: December 12, 2023
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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