CryoLife’s Distribution Agreement with Endospan

Vinson & Elkins, LLP acted as lead legal counsel to CryoLife. GKH Law Offices acted as lead legal counsel to Endospan.

CryoLife, Inc. (NYSE: CRY), a leading cardiac and vascular surgery company focused on aortic disease, entered into distribution and credit facility agreements with Endospan, as well as an option agreement to purchase Endospan.

Endospan is an Israeli-based, privately-held developer of NEXUS™, the only endovascular stent graft system approved for the repair of both aneurysms and dissections in the aortic arch. The addition of NEXUS to CryoLife’s highly differentiated branched aortic stent graft portfolio further strengthens the Company’s position as a leader in the growing aortic repair market.

Under terms of the agreements, CryoLife will acquire the European distribution rights for Nexus and an option to purchase Endospan for a total upfront payment of $10 million. Additionally, CryoLife will provide up to $15 million in additional debt financing to Endospan subject to Endospan’s progress on its U.S. clinical trial in support of an FDA approval for NEXUS. CryoLife expects to finance the acquisition of the distribution and option rights and debt financing out of available cash on hand.

Under the purchase option, CryoLife has the right to acquire Endospan at any time until 90 days after receiving notice of U.S. FDA approval of the NEXUS stent graft system for a total consideration of $250 million, plus a guaranteed $100 million payment and up to an additional $100 million based upon commercial success of NEXUS in the first year post-option exercise.

The distribution agreement, credit facility, and securities purchase option agreement have been approved by both companies’ boards of directors and Endospan’s Security Holders.

The purchase obligations of the securities purchase agreement will become effective if, and only when, CryoLife exercises its purchase option and are subject to customary conditions to closing.

The V&E corporate team was led by partner Paul Tobias (Picture) and counsel Andy Smetana with assistance from associates Kate Rainey and Ben Cukerbaum. Also advising were senior associate Allyson Seger; and partner Bailey Pham and senior associate Danny Strassman.

Involved fees earner: Benjamin Cukerbaum – Vinson & Elkins LLP; Bailey Pham – Vinson & Elkins LLP; Kate Rainey – Vinson & Elkins LLP; Allyson Seger – Vinson & Elkins LLP; Andy Smetana – Vinson & Elkins LLP; Daniel Strassman – Vinson & Elkins LLP; Paul Tobias – Vinson & Elkins LLP;

Law Firms: Vinson & Elkins LLP;

Clients: CryoLife Inc.;

Author: Ambrogio Visconti