Bioventus’ Acquisition of Misonix

Perella Weinberg Partners LP acted as lead financial advisor to Bioventus. Morgan Stanley acted as financial advisor to Bioventus. Latham & Watkins LLP provided legal counsel to Bioventus. J.P. Morgan Securities LLC served as exclusive financial advisor to Misonix. Jones Day served as legal advisor to Misonix.

Bioventus Inc. (Nasdaq: BVS), a global leader in innovations for active healing, and Misonix, Inc. (Nasdaq: MSON) , a provider of minimally invasive therapeutic ultrasonic technologies and regenerative medicine that enhance clinical outcomes, have entered into a definitive agreement by which Bioventus will acquire Misonix in a cash-and-stock transaction.

Under the terms of the agreement, which has been unanimously approved by the boards of directors of both Bioventus and Misonix, Misonix stockholders will receive aggregate consideration that values Misonix at approximately $518 million on a fully diluted basis (based on Bioventus’ 7-day volume-weighted average stock price (VWAP) of $16.6284 per share) as of July 27, 2021. In the transaction, Misonix stockholders may elect to receive either (i) 1.6839 shares of Bioventus class A common stock or (ii) $28.00 in cash, without interest, for each share of Misonix common stock they hold, subject to proration based on an aggregate maximum cash amount payable by Bioventus equal to $10.50 per share of Misonix common stock outstanding shortly prior to the completion of the transaction. The aggregate share consideration represents 25% of the combined company on a fully diluted basis. The aggregate per-share value for Misonix represents a 25% premium to Misonix’s 30-day VWAP as of July 27, 2021. The transaction is subject to regulatory approvals, Bioventus stockholder approval, Misonix stockholder approval, and other customary closing conditions. It is expected to close in the fourth quarter of 2021.

Following the closing of the transaction, the combined company is expected to conduct business as Bioventus Inc. and will leverage the global strengths of both product brands as a pure-play regenerative medicine and orthopedics company. The merger of Bioventus and Misonix will create a medical technology company positioned with leading products and specialized salesforces serving a $15 billion total addressable market across the hospital, ambulatory surgical center, and office care settings. The highly complementary nature of the two businesses are expected to result in scale across a range of care settings, geographies, and therapeutic areas.

Bioventus delivers clinically proven, cost-effective products that help people heal quickly and safely. Its mission is to make a difference by helping patients resume and enjoy active lives.

Misonix, Inc. (Nasdaq: MSON) is a provider of minimally invasive therapeutic ultrasonic medical devices and regenerative tissue products.

The Jones Day team was led by Jonn Beeson (Picture) and Randi Lesnick.

Latham & Watkins LLP represented Bioventus Inc. in the transaction with a corporate deal team led by Bay Area partner Mark Bekheit and Orange County/New York partner Charles Ruck, with Orange County associates Brett Urig, Stephanie Isaia, and Takeshi Sumida. Advice was also provided on general corporate and securities matters by Boston partner Wesley Holmes, with New York associate Katie Lovejoy; on public company matters by New York partner Dennis Craythorn, with New York associate Katie Marren; on tax matters by Washington, D.C. partner Andrea Ramezan-Jackson, with Washington, D.C. associate Eli McCrain; on debt matters by New York partner Abhay Lele, with New York associate Michael Waldman; on employee benefits matters by New York counsel Rifka Singer, with Chicago associate Daniel Gocek; on intellectual property matters by Bay Area partner Judith Hasko, with Boston associate Seth Appiah-Opoku; on data privacy matters by Washington, D.C. counsel Marissa Boynton, with Washington, D.C. associate James Smith; on FDA regulatory matters by Washington, D.C. partner Elizabeth Richards, with Washington, D.C. associate Seth Olson; on healthcare regulatory matters by Washington, D.C. counsel Nicole Liffrig Molife, with Washington, D.C. associates Alyssa Lattner and Maria Malas; and on antitrust matters by Washington, D.C. partner Many Reeves, Brussels partner Héctor Armengod, and Washington, D.C. counsel Patrick English, with Brussels associate Apostolos Papadimitriou.

Involved fees earner: Jonn Beeson – Jones Day; Randi Lesnick – Jones Day; Seth Appiah-Opoku – Latham & Watkins; Héctor Armengod – Latham & Watkins; Mark Bekheit – Latham & Watkins; Marissa Boynton – Latham & Watkins; Dennis Craythorn – Latham & Watkins; Patrick English – Latham & Watkins; Daniel Gocek – Latham & Watkins; Judith Hasko – Latham & Watkins; Wesley Holmes – Latham & Watkins; Stephanie Isaia – Latham & Watkins; Alyssa Lattner – Latham & Watkins; Abhay Lele – Latham & Watkins; Nicole Liffrig Molife – Latham & Watkins; Katherine Lovejoy – Latham & Watkins; Katherine Macrae Marren – Latham & Watkins; Maria Malas – Latham & Watkins; Eli McCrain – Latham & Watkins; Seth Olson – Latham & Watkins; Apostolos Papadimitriou – Latham & Watkins; Andrea Ramezan-Jackson – Latham & Watkins; Amanda Reeves – Latham & Watkins; Elizabeth Richards – Latham & Watkins; Charles Ruck – Latham & Watkins; Rifka Singer – Latham & Watkins; James Smith – Latham & Watkins; Takeshi Sumida – Latham & Watkins; Brett Urig – Latham & Watkins; Michael Waldman – Latham & Watkins;

Law Firms: Jones Day; Latham & Watkins;

Clients: Bioventus; Misonix, Inc;

Author: Martina Bellini