Integra LifeSciences Holdings Corporation (NasdaqGS:IART) signed an agreement to acquire Derma Sciences, Inc. (NasdaqCM:DSCI) from its shareholders for approximately $200 million in cash on January 10, 2017. Under the terms of the merger agreement, Integra LifeSciences will commence a cash tender offer to purchase all of the outstanding shares of the capital stock of Derma Sciences, including its common stock, restricted stock units, options, Series A convertible preferred stock and Series B convertible preferred stock. Integra LifeSciences will pay $7 for each outstanding common stock, $32 for each outstanding Series A convertible preferred stock and $48 for outstanding Series B convertible preferred stock being acquired. Each stock option to purchase shares of Derma common shares and each Derma restricted stock unit award, in each case, outstanding immediately prior to the effective time, will automatically be cancelled and converted into the right to receive a cash amount equal to the product of the total number of shares of Derma common stock subject to such option or RSU and in the case of any such option, the excess (if any) of $7.00 (the “per share merger consideration”) over the per-share exercise price of such option, and with respect to any such RSU, the “per share merger consideration”. Unvested option, shall, automatically at the effective time will be converted into an option to purchase shares of Integra common stock. The merger agreement contemplates that Integra LifeSciences will acquire any shares of the capital stock of Derma Sciences that are not tendered into the tender offer through a second-step merger, which will be completed as soon as practicable following the closing of the tender offer. Integra LifeSciences Holdings Corporation will also assume the contingent liabilities related to the BioD transaction, including the product regulatory milestone payment and both the 2017 and 2018 growth earn-out payments. The transaction will be financed by the cash and existing credit facility. Derma will pay $6.12 million as termination fee in case of termination. The offer is subject to minimum condition shall not have been satisfied at the expiration date, certain other customary conditions, including Integra should have accepted for payment all shares validaly tendered, the expiration or termination of the applicable Hart-Scott-Rodino waiting period and the tender of a majority of the outstanding shares of Derma Sciences common stock and preferred stock and receipt of regulatory clearances. The transaction was approved by the Boards of Directors of Integra LifeSciences Holdings and unanimously approved by the Boards of Directors of Derma Sciences. The transaction is expected to close at the end of first quarter of 2017. The acquisition is expected to be dilutive to adjusted earnings per share by approximately three cents during 2017 and accretive to adjusted earnings of Integra LifeSciences in 2018. Ashish Contractor, Kyle Cresci, Jeff Wasserstein, Alexia Cohade and Gabor Szabo of Greenhill & Co., LLC served as financial advisors and Corby Baumann and Todd Mason of Thompson Hine LLP acted as legal advisor to Derma Sciences. Michael McIvor and Sravan K. Emany of BofA Merrill Lynch served as financial advisor and Edward Sonnenschein, Ben Haas, Stuart Kurlander, Bradley Faris, Jason Morelli, Amanda Reeves, Marc Williamson, Michelle Carpenter, Laurence Stein, Jeffrey Tochner, Betty Pang, Elizabeth Richards, Kate Napalkova, Pradip Chandrasoma, Megan Staub, Patrick English, Brian Rogers and Jonathan Schiller of Latham & Watkins LLP served as legal advisors to Integra LifeSciences. Richard Gorelick acted as general counsel at Integra. Kim Sutton Golodetz and Bruce Voss of LHA acted as public relation advisors for Derma Sciences. D.F. King & Co., Inc. is acting as information agent and Broadridge Corporate Issuer Solutions, Inc. acted as depository for Integra LifeSciences Holdings. Philip Richter, Abigail Bomba, Scott Luftglass and Elizabeth Kalenik of Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal advisors for Integra LifeSciences Holdings Corporation. Derma Sciences will pay a fee of $5.3 million to Greenhill & Co., LLC, $500,000 of which was payable following delivery of its fairness opinion and the remainder $4.8 million is payable upon consummation of the merger.