Globe Newswire06.18.19
Misonix Inc., a provider of minimally invasive therapeutic ultrasonic medical devices that enhance clinical outcomes, has entered into a definitive agreement to acquire Solsys Medical LLC in an all-stock transaction valued at approximately $97 million. Under the terms of the agreement, Misonix will issue approximately 5.7 million new shares to Solsys unitholders. After the completion of the transaction, it is expected that Misonix shareholders immediately prior to the closing will own 64 percent of the combined entity, and Solsys unitholders will own 36 percent. Misonix will also assume Solsys’ outstanding secured debt of approximately $20 million upon closing.
Solsys markets an advanced wound care product under the brand name TheraSkin, a cellular and tissue-based product for regenerative wound healing designed to help healthcare professionals treat difficult-to-heal chronic wounds. TheraSkin is a clinically proven, minimally manipulated, living human split-thickness skin allograft that is cryopreserved to retain living cells and growth factors while maintaining a mature native human dermal architecture. The versatility in applications and sizes of TheraSkin reduces product waste and helps drive operational efficiencies to better manage total cost of care and quality outcomes needed to treat difficult to heal and chronic wounds. TheraSkin has been applied to over 100,000 wounds supported by multiple clinical studies.
The planned acquisition of Solsys substantially broadens Misonix’s addressable market through wound care solutions that are complementary to its existing products. In calendar year 2019, Solsys is expected to achieve sales of approximately $32 million. In fiscal 2020, the pro forma company is expected to generate over $80 million in sales. The combined company anticipates top line revenue growth in excess of 20 percent per annum over the next several years.
Stavros Vizirgianakis, president and CEO of Misonix, commented, “We have known the team at Solsys for over two years and have been impressed in their ability to grow their revenue meaningfully during that time. The acquisition of Solsys Medical is a transformative event for Misonix and represents a strategically and financially compelling growth opportunity for the company and for our shareholders. Solsys and its wound treatment application, TheraSkin, is highly complementary to Misonix’s existing wound debridement solution, SonicOne. As a result, the combined entity will be ideally positioned to establish a new standard of care in the growing chronic wound care market through what we view as the best-in-class wound treatment solution. The Misonix-Solsys differentiated wound care treatment is supported by extensive clinical data that demonstrates the positive impact to critical aspects of wound healing process that lead to improved patient outcomes, as well as clinical efficacy and a strong economic value proposition for hospitals. The proposed transaction significantly enhances the competitive position of the combined entity through increased scale and broader commercial reach. By acquiring an established participant in the tissue space with a direct sales team of over 80 professionals, Misonix significantly advances its go-to-market strategy by creating two dedicated sales teams for our wound and surgical businesses. This approach will enable us to further elevate sales productivity while substantially broadening the market penetration of the combined company’s wound and surgical products across operating rooms and hospital outpatient facilities."
“Over the past year, Misonix has succeeded with several key strategic initiatives including creating a performance based culture, driving consumable or recurring revenue and addressing new markets," Vizirgianakis continued. "These efforts led to significant growth in revenue in fiscal 2018 and during the first half of fiscal 2019. Going forward, we will continue to focus on driving additional operational efficiencies, further improving our sales and go-to-market strategies, penetrating new geographic markets, repositioning and expanding of our product portfolio, including the market introduction of our recently announced NEXUS platform. Our combination with Solsys will further advance our efforts across these initiatives by combining our expertise and customer relationships with demonstrated clinical benefits and improving patient outcomes. We are pleased to welcome all of the current Solsys unitholders, including leading healthcare investment firms 1315 Capital and SV Health Investors, and are delighted that they recognize the strong opportunity to participate in the significant upside potential of the combined company.”
Allan Staley, co-founder and CEO of Solsys, added, “We are excited to reach this agreement with Misonix, which further advances our mission to heal difficult to heal wounds and restore health to patients around the world. Our conviction in the value of the combined companies is unequivocal, as reflected in our desire to become shareholders of Misonix and participate in what we see as tremendous potential for growth and shareholder value creation. This combination will allow Misonix to leverage its wound debridement technology to reach more patients, in more ways and in more places by offering healthcare providers a truly compelling wound care solution. The entire team at Solsys looks forward to working together with our new family at Misonix to improve healthcare outcomes and the lives of patients everywhere.”
Joe Dwyer, chief financial officer of Misonix, commented, “The acquisition of Solsys marks further progress in advancing Misonix’s goals for continued growth and enhancing shareholder value with TheraSkin sales that are growing at an annual rate in excess of 25 percent. The acquisition also enhances Misonix’s ability to address the domestic wound biologics market, which is valued at approximately $700 million annually, and is projected to grow at a compound annual growth rate of 8 percent. We believe this transaction creates significant mid and long-term growth opportunities for the combined company to grow revenue in excess of 20 percent per annum over the next several years. Going forward, we expect to have sufficient cash and debt capacity to fund our combined operations to profitability. With our experienced management team, operating discipline and focused approach to managing our capital structure and cost of capital, Misonix remains committed to achieving sustainable long-term revenue growth. We look forward to working with the Solsys team to ensure an efficient integration and to deliver on the value of this compelling combination for our patients, our shareholders and our employees.”
The transaction has been approved by the boards of directors of both companies. The completion of the acquisition and the issuance of Misonix shares in connection with the proposed transaction is subject to the approval by Misonix shareholders and the completion of the transaction is subject to approval by 55 percent of Solsys’ Series E unitholders and a majority of its Common unitholders, Series A unitholders, Series B unitholders, Series C unitholders and Series D unitholders, voting as a single class, as well as the satisfaction of certain customary closing conditions. The transaction is expected to be completed in the third quarter of calendar year 2019.
In addition, the combined company’s Board of Directors will consist of five members: three current Misonix directors, including Vizirgianakis, and two directors nominated by Solsys at closing. The combined company will remain headquartered in Farmingdale, N.Y., with Solsys’ operations and offices in Newport News, Va. J.P. Morgan Securities LLC is acting as financial advisor to Misonix, Jones Day is acting as its legal counsel, and BRG Valuation Services, an affiliate of Berkeley Research Group, provided a fairness opinion to the Board of Directors of Misonix in connection with the proposed transaction. Canaccord Genuity LLC is acting as financial advisor to Solsys and Greenberg Traurig LLP is acting as its legal counsel.
Misonix Inc. designs, manufactures and markets ultrasonic medical devices for the precise removal of hard and soft tissue, including bone removal, wound debridement and ultrasonic aspiration. Misonix is focused on leveraging its proprietary ultrasonic technology to become the standard of care in operating rooms and clinics around the world. Misonix's proprietary ultrasonic medical devices are used in a growing number of medical procedures, including spine surgery, neurosurgery, orthopedic surgery, cosmetic surgery, laparoscopic surgery, and other surgical and medical applications.
Solsys Medical LLC (formerly known and doing business as Soluble Systems LLC) markets and sells TheraSkin, a regenerative medical product, designed by nature and made for healing, to help healthcare professionals treat difficult to heal chronic wounds.
Solsys markets an advanced wound care product under the brand name TheraSkin, a cellular and tissue-based product for regenerative wound healing designed to help healthcare professionals treat difficult-to-heal chronic wounds. TheraSkin is a clinically proven, minimally manipulated, living human split-thickness skin allograft that is cryopreserved to retain living cells and growth factors while maintaining a mature native human dermal architecture. The versatility in applications and sizes of TheraSkin reduces product waste and helps drive operational efficiencies to better manage total cost of care and quality outcomes needed to treat difficult to heal and chronic wounds. TheraSkin has been applied to over 100,000 wounds supported by multiple clinical studies.
The planned acquisition of Solsys substantially broadens Misonix’s addressable market through wound care solutions that are complementary to its existing products. In calendar year 2019, Solsys is expected to achieve sales of approximately $32 million. In fiscal 2020, the pro forma company is expected to generate over $80 million in sales. The combined company anticipates top line revenue growth in excess of 20 percent per annum over the next several years.
Stavros Vizirgianakis, president and CEO of Misonix, commented, “We have known the team at Solsys for over two years and have been impressed in their ability to grow their revenue meaningfully during that time. The acquisition of Solsys Medical is a transformative event for Misonix and represents a strategically and financially compelling growth opportunity for the company and for our shareholders. Solsys and its wound treatment application, TheraSkin, is highly complementary to Misonix’s existing wound debridement solution, SonicOne. As a result, the combined entity will be ideally positioned to establish a new standard of care in the growing chronic wound care market through what we view as the best-in-class wound treatment solution. The Misonix-Solsys differentiated wound care treatment is supported by extensive clinical data that demonstrates the positive impact to critical aspects of wound healing process that lead to improved patient outcomes, as well as clinical efficacy and a strong economic value proposition for hospitals. The proposed transaction significantly enhances the competitive position of the combined entity through increased scale and broader commercial reach. By acquiring an established participant in the tissue space with a direct sales team of over 80 professionals, Misonix significantly advances its go-to-market strategy by creating two dedicated sales teams for our wound and surgical businesses. This approach will enable us to further elevate sales productivity while substantially broadening the market penetration of the combined company’s wound and surgical products across operating rooms and hospital outpatient facilities."
“Over the past year, Misonix has succeeded with several key strategic initiatives including creating a performance based culture, driving consumable or recurring revenue and addressing new markets," Vizirgianakis continued. "These efforts led to significant growth in revenue in fiscal 2018 and during the first half of fiscal 2019. Going forward, we will continue to focus on driving additional operational efficiencies, further improving our sales and go-to-market strategies, penetrating new geographic markets, repositioning and expanding of our product portfolio, including the market introduction of our recently announced NEXUS platform. Our combination with Solsys will further advance our efforts across these initiatives by combining our expertise and customer relationships with demonstrated clinical benefits and improving patient outcomes. We are pleased to welcome all of the current Solsys unitholders, including leading healthcare investment firms 1315 Capital and SV Health Investors, and are delighted that they recognize the strong opportunity to participate in the significant upside potential of the combined company.”
Allan Staley, co-founder and CEO of Solsys, added, “We are excited to reach this agreement with Misonix, which further advances our mission to heal difficult to heal wounds and restore health to patients around the world. Our conviction in the value of the combined companies is unequivocal, as reflected in our desire to become shareholders of Misonix and participate in what we see as tremendous potential for growth and shareholder value creation. This combination will allow Misonix to leverage its wound debridement technology to reach more patients, in more ways and in more places by offering healthcare providers a truly compelling wound care solution. The entire team at Solsys looks forward to working together with our new family at Misonix to improve healthcare outcomes and the lives of patients everywhere.”
Joe Dwyer, chief financial officer of Misonix, commented, “The acquisition of Solsys marks further progress in advancing Misonix’s goals for continued growth and enhancing shareholder value with TheraSkin sales that are growing at an annual rate in excess of 25 percent. The acquisition also enhances Misonix’s ability to address the domestic wound biologics market, which is valued at approximately $700 million annually, and is projected to grow at a compound annual growth rate of 8 percent. We believe this transaction creates significant mid and long-term growth opportunities for the combined company to grow revenue in excess of 20 percent per annum over the next several years. Going forward, we expect to have sufficient cash and debt capacity to fund our combined operations to profitability. With our experienced management team, operating discipline and focused approach to managing our capital structure and cost of capital, Misonix remains committed to achieving sustainable long-term revenue growth. We look forward to working with the Solsys team to ensure an efficient integration and to deliver on the value of this compelling combination for our patients, our shareholders and our employees.”
The transaction has been approved by the boards of directors of both companies. The completion of the acquisition and the issuance of Misonix shares in connection with the proposed transaction is subject to the approval by Misonix shareholders and the completion of the transaction is subject to approval by 55 percent of Solsys’ Series E unitholders and a majority of its Common unitholders, Series A unitholders, Series B unitholders, Series C unitholders and Series D unitholders, voting as a single class, as well as the satisfaction of certain customary closing conditions. The transaction is expected to be completed in the third quarter of calendar year 2019.
In addition, the combined company’s Board of Directors will consist of five members: three current Misonix directors, including Vizirgianakis, and two directors nominated by Solsys at closing. The combined company will remain headquartered in Farmingdale, N.Y., with Solsys’ operations and offices in Newport News, Va. J.P. Morgan Securities LLC is acting as financial advisor to Misonix, Jones Day is acting as its legal counsel, and BRG Valuation Services, an affiliate of Berkeley Research Group, provided a fairness opinion to the Board of Directors of Misonix in connection with the proposed transaction. Canaccord Genuity LLC is acting as financial advisor to Solsys and Greenberg Traurig LLP is acting as its legal counsel.
Misonix Inc. designs, manufactures and markets ultrasonic medical devices for the precise removal of hard and soft tissue, including bone removal, wound debridement and ultrasonic aspiration. Misonix is focused on leveraging its proprietary ultrasonic technology to become the standard of care in operating rooms and clinics around the world. Misonix's proprietary ultrasonic medical devices are used in a growing number of medical procedures, including spine surgery, neurosurgery, orthopedic surgery, cosmetic surgery, laparoscopic surgery, and other surgical and medical applications.
Solsys Medical LLC (formerly known and doing business as Soluble Systems LLC) markets and sells TheraSkin, a regenerative medical product, designed by nature and made for healing, to help healthcare professionals treat difficult to heal chronic wounds.
