Integra LifeSciences Holdings Corporation (NasdaqGS:IART) entered into a definitive agreement to acquire ACell, Inc. for $400 million on December 15, 2020. Integra LifeSciences agreed to acquire ACell for an upfront cash payment of $300 million at closing, subject to customary purchase price adjustments, and cash payments of up to an additional $100 million upon the achievement of certain revenue growth milestones. The transaction would be financed from cash on hand and revolver facility. Upon closing of the transaction, ACell will become a wholly- owned subsidiary of Integra LifeSciences. For the year ended 2019, ACell generated revenues of approximately $100 million. The transaction is subject to the satisfaction of customary conditions, including regulatory approvals and expected to close in the first quarter of 2021. Integra expects the financial effects of this transaction to be accretive to revenue growth and adjusted gross margins. The impact to adjusted EBITDA margin and adjusted EPS is expected to be neutral in year one and accretive in year two and expected to exceed the cost of capital by year three. Heather L. Coleman and Melissa Sawyer of Sullivan & Cromwell LLP is acting as legal advisors to Integra. Cooley LLP is serving as legal advisor and Guggenheim Partners is serving as financial advisor to ACell.

Integra LifeSciences Holdings Corporation (NasdaqGS:IART) completed the acquisition of ACell, Inc. for approximately $410 million on January 20, 2021. Acquisition purchase price of $305.4 million plus contingent consideration of up to $100 million, that may be payable upon achieving certain revenue-based performance milestones in 2022, 2023 and 2025.