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Bioventus and Misonix stockholders approve the acquisition of Misonix by Bioventus

By Reshma on Oct 26, 2021 | 03:36 AM IST

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Picture Credit : Newsday

Bioventus Inc. [BVS] (“Bioventus” or the “Company”), a global leader in innovations for active healing, and  Misonix, Inc.[MSON] (“Misonix”), a provider of minimally invasive therapeutic ultrasonic technologies and regenerative medicine that enhance clinical outcomes, today announced that the stockholders of Bioventus approved the issuance of shares of Bioventus class A common stock to the stockholders of Misonix in connection with the previously announced Agreement and Plan of Merger, dated July 29, 2021, by and among Bioventus, Misonix and other parties thereto, pursuant to which Misonix will be acquired by, and become a wholly-owned subsidiary of, Bioventus (the “Merger Agreement”) and the stockholders of Misonix have approved the proposal to adopt the Merger Agreement.

Detailed information regarding the voting results was made available by Bioventus and Misonix in a Form 8-K filed with the US Securities and Exchange Commission (“SEC”) on October 26, 2021, respectively.

“We are pleased by the outcome of today’s vote and thank our stockholders for supporting the acquisition,” said Ken Reali, Chief Executive Officer, Bioventus. “The combination with Misonix creates significant value and provides a deeper global portfolio of pain treatments, restorative therapies and surgical solutions for patients. We are excited to welcome the Misonix team to Bioventus.”

“We are excited about our progress in completing the transaction that will drive long term value for Misonix shareholders and look forward to closing,” said Stavros Vizirgianakis, Chief Executive Officer of Misonix.

Under the terms and subject to the conditions set forth in the Merger Agreement, Misonix stockholders will receive either (i) 1.6839 shares of Bioventus class A common stock or (ii) $28.00 in cash, without interest, for each share of Misonix common stock they hold, subject to proration based on an aggregate maximum cash amount payable by Bioventus equal to $10.50 per share of Misonix common stock outstanding shortly prior to the completion of the transaction.

The aggregate share consideration to Misonix stockholders is expected to represent approximately 25% of the combined company on a fully-diluted basis. The aggregate per-share value for Misonix represents approximately a 25% premium to Misonix’s 30-day VWAP as of July 27, 2021, two trading days prior to the entry by Bioventus and Misonix into the Merger Agreement. Subject to the satisfaction of customary closing conditions, the acquisition is expected to close on or around October 29, 2021.

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