Misonix (NSDQ:MSON) said yesterday that it put $97 million in stock on the table for Solsys Medical, formerly Soluble Systems, and its TheraSkin regenerative wound dressing.
The deal calls for Farmingdale, N.Y.-based Misonix to issue 5.7 million new shares to Solsys stockholders, which would leave MSON investors owning 64% of the new company and former Solsys shareholders owning 36%. Misonix will also assume $20 million of Newport News, Va.-based Solsys’ debt.
Solsys, which employs about 80 workers, is due to put up sales of $32 million this year, Misonix said. The deal is expected to close during the third quarter.
“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 leading 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,” Misonix president & CEO Stavros Vizirgianakis said in prepared remarks. “We are pleased to welcome all of the current Solsys unit-holders, 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.”
“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,” added Solsys co-founder & CEO Allan Staley. “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.”
J.P. Morgan Securities is advising Misonix on the transaction, with Jones Day as legal counsel. Canaccord Genuity is advising Solsys, with Greenberg Traurig as counsel.
MSON shares were up 1.5% to $16.90 apiece today in mid-day trading.
