- Baird Medical agreed to subject 30% of its shares to be
received in the transaction to an earnout at a $12.50 trading price
- Minimum cash condition of $15
million has been waived, cementing certainty and expediency
to our transaction close
- Upon closing, Baird Medical is expected to trade on
Nasdaq under the ticker symbol "BDMD"
FORT
MILL, S.C., March 12,
2024 /PRNewswire/ -- Betters Medical Investment
Holdings Limited ("Baird Medical" or the "Company"), a leading
microwave ablation ("MWA") medical device developer and provider in
China and the United States, and ExcelFin Acquisition
Corp. ("ExcelFin") (NASDAQ: XFIN), a publicly traded special
purpose acquisition company, today announced a strategic update to
their previously announced business combination agreement. Baird
Medical and ExcelFin believe the revised terms reinforce the
long-term value creation opportunity for shareholders.
In December 2021, China's National Medical Products
Administration ("NMPA") announced that it would no longer apply
Class II certifications for medical devices intended for human body
insertion, but would subject such devices which include MWA
devices, to the more stringent Class III certification,
effective immediately. Baird Medical's Class II certificate expired
during March 2023, and its new Class
III certificate was approved in July
2023, after Baird Medical spent four years to obtain its
Class III certificate. Baird Medical is one of only four entities
to hold Class III certificates for MWA devices for thyroids, with
other competitors who previously relied on Class II certificates
locked out of the market until they upgrade to Class III
certificates.
Given the high demand for the Company's products, and in
anticipation of the nationwide transition to Class III licenses,
Baird Medical's distributors and hospitals built up substantial
stocks of its needles during 2022. This accumulated inventory was
then utilized during 2023, leading to a subsequent decline in sales
of the Company's needles. At the same time, the Company faced
administrative delays in re-registering its Class III product, with
significant delays in certain provinces causing extended sales
pipelines. The combination of these factors, coupled with the
prevailing macro environment in China, resulted in Baird Medical recording
2023 revenues 29% below its previously disclosed projections. The
updated transaction terms were in part driven by Baird Medical's
lower than expected 2023 results.
To facilitate broader acceptance of its MWA procedure, the
Company is in active discussions with local Chinese authorities to
include the treatment in a greater number of provincial medical
insurance policies. These efforts have resulted in fourteen
provinces in China providing partial reimbursement for the
procedure as of the end of 2023, up from nine at the end of 2022.
Beijing, Shanghai, Hubei, Henan
and Shaanxi are the important
regional markets that currently include Baird Medical products in
their insurance coverage. Furthermore, Baird Medical aims to
increase the percentage of the procedure's expenses eligible for
reimbursement under Chinese provincial health insurance schemes. At
the same time, the Company is engaged in collaborative initiatives
with distributors and medical professionals to educate patients on
the necessity of undergoing the procedure at an early stage.
Ms. Haimei Wu, Founder and CEO of Baird Medical, commented, "The
updated business combination terms signal our confidence in our
positive free cash flow generation capabilities and our ability to
resiliently navigate through macro headwinds while generating
revenue and profitability growth. Notably, we have agreed to
subject 30% of the Baird Medical shares to an earnout, with vesting
achieved if the volume-weighted average price is greater than or
equal to $12.50 over any 20 trading
days within a 30-day trading period, demonstrating our confidence
in Baird Medical's long-term prospects In addition, we have made
the strategic decision to waive the previously agreed upon minimum
cash condition of $15 million.
Today's announcement is a testament to our commitment to delivering
significant upside potential and long-term value for both current
ExcelFin shareholders as well as future shareholders of Baird
Medical."
Baird Medical remains optimistic regarding its significant
upside potential and long-term value creation. "Baird has completed
a series of pilot MWA procedures in the U.S. and is engaged in
discussions with six major medical institutions," Ms. Wu noted.
"These include Tulane Medical Center, Weill Cornell Medicine,
Stanford Medicine, Johns Hopkins
Medicine, NYU School of Medicine, and Columbia
University, as well as private clinic doctors. With our
proven technology adaptable to a range of indications, our expanded
geographical footprint, and a sizable total addressable market, we
are optimistic that Baird Medical is well-positioned to deliver
long-term sustainable value for shareholders."
Additional Information and Where to Find It
On June 26, 2023, ExcelFin,
Betters Medical, Baird Medical Investment Holdings Limited
("PubCo"), Betters Medical Merger Sub, Inc. ("Merger Sub") and
Tycoon Choice Global Limited ("Tycoon"), entered into a Business
Combination Agreement (the "Business Combination Agreement"). In
connection with the transactions contemplated by the Business
Combination Agreement (the "Transactions"), PubCo has filed with
the SEC a registration statement on Form F-4 (Registration No.
333-274114), which includes a proxy statement/prospectus and other
relevant documents, which will be both the proxy statement to be
distributed to ExcelFin's stockholders in connection with
ExcelFin's solicitation of proxies for the vote by ExcelFin's
stockholders with respect to the proposed business combination and
other matters as may be described in the registration statement, as
well as the prospectus relating to the offer and sale of the
securities of PubCo to be issued in connection with the business
combination. STOCKHOLDERS OF EXCELFIN ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND
OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED
TRANSACTIONS THAT PUBCO AND EXCELFIN WILL FILE WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTIONS AND THE PARTIES TO THE
PROPOSED TRANSACTIONS. Stockholders and investors may obtain free
copies of the proxy statement/prospectus and other relevant
materials and other documents filed by PubCo and ExcelFin at the
SEC's website at www.sec.gov. Copies of the proxy
statement/prospectus and the filings incorporated by reference
therein may also be obtained, without charge, on ExcelFin's website
at www.excelfinacquisitioncorp.com or by directing a request
to: ExcelFin Acquisition Corp., 100 Kingsley Park Drive,
Fort Mill, South Carolina
29715.
Participants in Solicitation
Each of PubCo, ExcelFin and Baird Medical and their respective
directors, executive officers and certain employees, may be deemed,
under SEC rules, to be participants in the solicitation of proxies
in respect of the proposed Transactions. Information regarding
ExcelFin's directors and executive officers, PubCo, Baird Medical
and the other participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, is contained in PubCo registration statement
described and other relevant materials filed with the SEC. These
documents can be obtained free of charge from the sources indicated
above.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed Transactions and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of ExcelFin, Baird Medical, PubCo, or Tycoon, nor shall there be
any sale of any such securities in any state or jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of
the Securities Act.
About Baird Medical
Established in 2012 and headquartered in Guangzhou, China, Baird Medical is a leading
microwave ablation (MWA) medical device manufacturer and provider
in China and the United States. Baird Medical's proprietary
medical devices are used for the treatment of benign and malignant
tumors including thyroid nodules, liver cancer, lung cancer and
breast lumps. Baird Medical is the first company to obtain a Class
III medical devices registration certificate for MWA medical
devices specifically indicated for thyroid nodules in China. For more information, please visit
http://baidesz.com/.
About ExcelFin
ExcelFin is a blank check company formed as a Delaware corporation for the purpose of
effecting a merger, share exchange, asset acquisition, share
purchase, reorganization, or similar business combination with one
or more businesses. ExcelFin's sponsors include Grand Fortune
Capital, LLC ("GFC") and Fin Venture Capital ("Fin"). GFC is an
affiliate of an investment group that completed a series of
significant M&A transactions and investments in FinTech, TMT
and Healthcare. Fin is a private equity firm focused on FinTech
software.
Forward-Looking Statements
This press release (including certain of the exhibits hereto)
includes certain statements that are not historical facts but are
forward-looking statements for purposes of the safe harbor
provisions under the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements generally relate to
future events or ExcelFin's, Baird Medical's or PubCo's future
financial or operating performance. In some cases, you can identify
forward-looking statements by terminology such as "may", "could",
"should", "expect", "intend", "might", "will", "estimate",
"anticipate", "believe", "budget", "forecast", "intend", "plan",
"potential", "predict", "potential" or "continue", or the negatives
of these terms or variations of them or similar terminology.
Forward-looking statements are subject to risks, uncertainties, and
other factors which could cause actual results to differ materially
from those expressed or implied by such forward-looking statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by ExcelFin and its
management, and Baird Medical and its management, as the case may
be, are inherently uncertain. New risks and uncertainties may
emerge from time to time, and it is not possible to predict all
risks and uncertainties. You should not place undue reliance on
forward-looking statements in this press release, which speak only
as of the date they are made and are qualified in their entirety by
reference to the cautionary statements herein. None of PubCo,
ExcelFin, or Baird Medical undertakes any duty to update these
forward-looking statements.
Actual results may vary materially from those expressed or
implied by forward-looking statements based on a number of factors,
including, without limitation: (1) risks related to the
consummation of the proposed Transactions, including the risks that
(a) the proposed Transactions may not be consummated within the
anticipated time period, or at all; (b) ExcelFin may fail to obtain
stockholder approval of the proposed business combination; (c) the
Parties may fail to secure required regulatory approvals under
applicable laws; and (d) other conditions to the consummation of
the proposed Transactions under the Business Combination Agreement
may not be satisfied; (2) the effects that any termination of the
Business Combination Agreement may have on ExcelFin or Baird
Medical or their respective business, including the risks that
ExcelFin's share price may decline significantly if the proposed
Transactions are not completed; (3) the risk that Baird Medical may
not be successful in expanding its business in China or the United
States; (4) the effects that the announcement or pendency of the
proposed Transactions may have on Baird Medical's and its business,
including the risks that as a result (a) ExcelFin's business,
operating results or stock price may suffer or (b) PubCo's,
ExcelFin's or Baird Medical's current plans and operations may be
disrupted; (5) the inability to recognize the anticipated benefits
of the proposed Transactions; (6) unexpected costs resulting from
the proposed Transactions; (7) changes in general economic
conditions; (8) regulatory conditions and developments; (9) changes
in applicable laws or regulations; (10) the nature, cost and
outcome of pending and future litigation and other legal
proceedings, including any such proceedings related to the proposed
Transactions and instituted against PubCo, ExcelFin, Baird Medical
and others; and (11) other risks and uncertainties indicated from
time to time in the registration and proxy statement relating to
the proposed Transactions, including those under "Risk Factors"
therein, and in ExcelFin's other filings with the SEC.
The foregoing list of factors is not exclusive. Additional
information concerning certain of these and other risk factors is
contained in ExcelFin's most recent filings with the SEC and in the
registration statement described above filed by PubCo in connection
with the proposed Transactions. All subsequent written and oral
forward-looking statements concerning ExcelFin, Baird Medical,
PubCo or Tycoon, the Transactions described herein or other matters
attributable to ExcelFin, Baird Medical, PubCo, Tycoon or any
person acting on their behalf are expressly qualified in their
entirety by the cautionary statements above. Readers are cautioned
not to place undue reliance upon any forward-looking statements,
which speak only as of the date made. Each of ExcelFin, Baird
Medical, PubCo and Tycoon expressly disclaims any obligations or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change
in their expectations with respect thereto or any change in events,
conditions or circumstances on which any statement is based.
Contacts
Investor Relations
Robin Yang, Partner
ICR, LLC
Phone: +1 (646) 308-1475
Email: BairdMedical.IR@icrinc.com
Public Relations
Brad Burgess, Senior Vice
President
ICR, LLC
Phone: +1 (646) 588-0383
Email: BairdMedical.PR@icrinc.com
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content:https://www.prnewswire.com/news-releases/baird-medical-and-excelfin-acquisition-corp-announce-strategic-update-to-business-combination-terms-to-reinforce-long-term-value-creation-opportunity-and-alignment-with-shareholders-302086209.html
SOURCE Betters Medical Investment Holdings Limited; ExcelFin
Acquisition Corp