United Therapeutics and Miromatrix Medical Announce Completion of Tender Offer and Merger
13 12월 2023 - 11:15PM
Business Wire
United Therapeutics Corporation (Nasdaq: UTHR) and
Miromatrix Medical Inc. (Nasdaq: MIRO) announced today that
United Therapeutics, through its wholly owned subsidiary Morpheus
Subsidiary Inc. (“Merger Sub”), has successfully completed
the previously announced tender offer 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, 22,876,102 shares
of Miromatrix common stock (not including 39,582 shares tendered
but not received pursuant to guaranteed delivery procedures as of
the expiration) were validly tendered, and not validly withdrawn,
representing approximately 83% of the issued and outstanding shares
of Miromatrix common stock. All conditions of the tender offer were
satisfied or waived and all shares validly tendered and not validly
withdrawn were accepted for payment.
Following the closing of the tender offer, Merger Sub merged
with and into Miromatrix, Miromatrix became a wholly owned
subsidiary of United Therapeutics, and all shares of Miromatrix
common stock that had not been validly tendered were converted into
the right to receive the consideration paid in the tender offer.
Shares of Miromatrix common stock ceased trading on Nasdaq, and
United Therapeutics intends promptly to cause such shares to be
delisted.
Gibson, Dunn & Crutcher LLP acted as legal counsel for
United Therapeutics. For Miromatrix, Piper Sandler & Co. acted
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 13, 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: 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231213261275/en/
Dewey Steadman Phone: (202) 919-4097
https://ir.unither.com/contact-ir/
MiroMatrix Medical (NASDAQ:MIRO)
과거 데이터 주식 차트
부터 10월(10) 2024 으로 11월(11) 2024
MiroMatrix Medical (NASDAQ:MIRO)
과거 데이터 주식 차트
부터 11월(11) 2023 으로 11월(11) 2024
