MiMedx Group, Inc. signed a definitive agreement to acquire Stability Biologics for $10 million.
January 09, 2016
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MiMedx Group, Inc. (NasdaqCM:MDXG) signed a definitive agreement to acquire Stability Biologics for $10 million in cash and stock on January 10, 2016. Under the terms, of the total consideration, MiMedx will pay 60% in cash and 40% in stock, plus assumed debt, with future contingent consideration to be paid through a two-year earn out arrangement. The earn-out will be based on the 2016 and 2017 performance of the Stability business and may be the larger portion of the overall consideration for the transaction. The earn-out will also be paid in the form of 60% cash and 40% stock. Upon closing, Stability will be a wholly owned subsidiary of MiMedx. Brian Martin, Chief Executive Officer of Stability, and Tom Johnston, President, will join MiMedx senior executive team. Martin P. Hall Jr., co-founder of Stability; Erik Erbe, Chief Science Officer; David Dorsey, Vice President; Rusty Adams, Vice President of Quality Systems and Regulatory Affairs; Brent Smith, Executive Vice President; and Scott Walsh, Vice President of Production will become members of MiMedx management team.
The transaction is subject to HSR approval, government and regulatory approval and is expected to close by mid-January 2016. The transaction has been unanimously approved by the Board of Directors and shareholders of MiMedx Group and Stability Biologics. MiMedx expects the transaction to be accretive to full year adjusted EPS in 2016. Ashley Halfman, Tim Silvis, Joe DeLisle and Jonathan Edwards of Miller & Martin PLLC acted as legal advisors to Stability of Miller & Martin PLLC acted as legal advisors to Stability and David W. Ghegan, Robert Friedman, Seth Ford, Jeff Banish, Justin Wood, Michael Schuman, Hunter Knowles, Kevin Coleman, Cot Eversole, Aimee Nash and Sonia Kothari of Troutman Sanders LLP acted as legal advisor to MiMedx Group.
MiMedx Group, Inc. is a placental biologics company. The Company is engaged in developing and distributing placental tissue allografts with patent-protected, processes for multiple sectors of healthcare. Its product portfolio categories include Wound Care Products, and Surgical and Other Products. Its Wound Care Products include EPIFIX, EPICORD and EPIEFFECT, which are all marketed for external use, such as in advanced wound care applications. Its Surgical and Other product offering includes AMNIOFIX, AMNIOCORD and AMNIOEFFECT, which are positioned for use in a variety of applications and surgical settings, including lower extremity repair, plastic surgery, vascular surgery and multiple orthopedic repairs and reconstructions. The Company's platform technologies include tissue allografts derived from the human placental membrane, tissue allografts derived from the human umbilical cord, and a particulate extracellular matrix derived from the human placental disc.
MIMEDX GROUP, INC. 
