BIOVENTUS INC. Item 8.01. Other Events.
As previously disclosed, onJuly 29, 2021 ,Bioventus Inc. ("Bioventus"),Oyster Merger Sub I, Inc. , a wholly owned subsidiary ofBioventus (Merger Sub I"),Oyster Merger Sub II, LLC , a wholly owned subsidiary ofBioventus ("Merger Sub II"), and Misonix, Inc. ("Misonix") entered into an Agreement and Plan of Merger, as it may be amended from time to time the ("merger agreement") that provides for the acquisition of Misonix byBioventus . Upon the terms and subject to the conditions of the merger agreement,Bioventus will acquire Misonix through a merger of Merger Sub I with and into Misonix, with Misonix continuing as the surviving corporation, which is referred to as the "first merger," followed by a merger of Misonix with and into Merger Sub II, with Merger Sub II continuing as the surviving entity and a wholly owned subsidiary ofBioventus , which is referred to as the "second merger" and, together with the first merger is referred to as the "mergers." In connection with the mergers,Bioventus filed a registration statement (Registration No. 333-259392) on Form S-4, datedSeptember 8, 2021 , as amended as ofSeptember 22, 2021 (the "Registration Statement"), and a definitive proxy statement/prospectus, datedSeptember 24, 2021 (the "Definitive Proxy Statement") with theU.S. Securities and Exchange Commission (the "SEC") with respect to the special meeting ofBioventus stockholders (the "Special Meeting") via live webcast onOctober 26, 2021 , beginning at11:00 a.m., Eastern Time . At the Special Meeting, the stockholders ofBioventus will be asked to, among other things, consider and vote on the issuance of shares of Bioventus Class A common stock to the Misonix stockholders in connection with the mergers contemplated by the merger agreement. As further described below, subsequent to the filing of the Definitive Proxy Statement, two lawsuits had been filed relating to the merger in federal courts by purported individual shareholders against Misonix and its directors. The complaints generally allege that the Definitive Proxy Statement misrepresents and/or omits certain purportedly material information and asserts violations of Section 14(a) and Section 20(a) of the Securities Exchange Act of 1934, as amended, and SEC Rule 14a-9 promulgated thereunder. The alleged material misstatements and omissions relate to, among other topics, Misonix's andBioventus' projections and J.P. Morgan's financial analysis.Bioventus believes that these complaints lack merit. WhileBioventus believes that the disclosure set forth in the joint proxy statement/prospectus included with the Registration Statement and the Definitive Proxy Statement fully complied with applicable law, to moot certain of the plaintiffs' disclosure claims, to avoid nuisance, potential expense and delay and to provide additional information to its stockholders,Bioventus has determined to voluntarily supplement the Definitive Proxy Statement with the disclosure set forth herein. Nothing herein is or should be deemed to be an admission of the legal necessity or materiality under applicable law of any of the disclosure set forth herein or in the Definitive Proxy Statement. To the contrary,Bioventus denies all allegations in the complaints that any additional disclosure was or is required. SUPPLEMENTAL DISCLOSURES The following information supplements the Definitive Proxy Statement and should be read in conjunction with the Definitive Proxy Statement, which should be read in its entirety. All page references are to pages in the Definitive Proxy Statement, and terms used below have the meanings set forth in the Definitive Proxy Statement. New text within restated language from the Definitive Proxy Statement is highlighted with bold, underlined text and removed language within restated language from the Definitive Proxy Statement is indicated by strikethrough text.
The section of the Definitive Proxy Statement entitled "Summary Term Sheet-Litigation Relating to the Merger" is amended and supplemented as follows:
The first paragraph under the section entitled "Summary Term Sheet- Litigation Relating to the Merger" on page 35 of the Definitive Proxy Statement is hereby amended and supplemented by deleting the strikethrough text and adding the following bolded and underlined text: OnSeptember 15, 2021 , a purported stockholder of Misonix filed an action in theUnited States District Court for the Eastern District of New York , captioned Stein v. Misonix, Inc., et al., Case No. 2:21-cv-05127 (E.D.N.Y) (the "Stein Complaint"). The Stein Complaint names Misonix and members of its board of directors as defendants. OnSeptember 16, 2021 , another purported stockholder of Misonix filed an action in theUnited States District Court for the Southern District of New York , -------------------------------------------------------------------------------- captioned Ciccotelli v. Misonix, Inc. et al., Case No. 1:21-cv-07773 (S.D.N.Y.) (the "Ciccotelli Complaint"). The Ciccotelli Complaint names Misonix, members of its board of directors,Bioventus , Merger Sub I, and Merger Sub II as defendants. OnOctober 12, 2021 , another purported stockholder of Misonix filed an action in theUnited States District Court for the Southern District of New York , captioned Rubin v. Misonix, Inc. et al., Case No. 1:21-cv-05672 (S.D.N.Y.) (the "Rubin Complaint") and onOctober 15, 2021 , another purported stockholder of Misonix filed an action in theUnited States District Court for the Southern District of New York , captioned Taylor v. Misonix, Inc. et al., Case No. 1:21-cv-08513 (S.D.N.Y.) (the "Taylor Complaint"). The Rubin Complaint and the Taylor Complaint name Misonix and members of its board of directors as defendants. Both Each of the complaints assert claims under Section 14(a) and Section 20(a) of the Exchange Act and SEC Rule 14a-9 promulgated thereunder, challenging the adequacy of disclosures in the proxy statement/prospectus filed with theSEC onSeptember 8, 2021 or Definitive Proxy Statement filed with theSEC onSeptember 24, 2021 , regarding Misonix's and/orBioventus' projections and J.P. Morgan's financial analysis. The complaints seek, among other relief, (i) injunctive relief preventing the parties from proceeding with the merger, (ii) rescission in the event that the merger is consummated, and (iii) an award of costs, including attorneys' and experts' fees. More information can be found under "The Merger-Litigation Relating to the Merger."
The section of the Definitive Proxy Statement entitled "The Merger-Litigation Relating to the Merger" is amended and supplemented as follows:
The first paragraph under the section entitled "The Merger- Litigation Relating to the Merger" on page 197 of the Definitive Proxy Statement is hereby amended and supplemented by deleting the strikethrough text and adding the following bolded and underlined text: OnSeptember 15, 2021 , a purported stockholder of Misonix filed an action in theUnited States District Court for the Eastern District of New York , captioned Stein v. Misonix, Inc., et al., Case No. 2:21-cv-05127 (E.D.N.Y) (the "Stein Complaint"). The Stein Complaint names Misonix and members of its board of directors as defendants. OnSeptember 16, 2021 , another purported stockholder of Misonix filed an action in theUnited States District Court for the Southern District of New York , captioned Ciccotelli v. Misonix, Inc. et al., Case No. 1:21-cv-07773 (S.D.N.Y.) (the "Ciccotelli Complaint"). The Ciccotelli Complaint names Misonix, members of its board of directors,Bioventus , Merger Sub I, and Merger Sub II as defendants. OnOctober 12, 2021 , another purported stockholder of Misonix filed an action in theUnited States District Court for the Southern District of New York , captioned Rubin v. Misonix, Inc. et al., Case No. 1:21-cv-05672 (S.D.N.Y.) (the "Rubin Complaint") and onOctober 15, 2021 , another purported stockholder of Misonix filed an action in theUnited States District Court for the Southern District of New York , captioned Taylor v. Misonix, Inc. et al., Case No. 1:21-cv-08513 (S.D.N.Y.) (the "Taylor Complaint"). The Rubin Complaint and the Taylor Complaint name Misonix and members of its board of directors as defendants. BothEach of the complaints assert claims under Section 14(a) and Section 20(a) of the Exchange Act andSEC Rule 14a-9 promulgated thereunder, challenging the adequacy of disclosures in the proxy statement/prospectus filed with theSEC onSeptember 8, 2021 or Definitive Proxy Statement filed with theSEC onSeptember 24, 2021 , regarding Misonix's and/orBioventus' projections and J.P. Morgan's financial analysis. The complaints seek, among other relief, (i) injunctive relief preventing the parties from proceeding with the merger, (ii) rescission in the event that the merger is consummated, and (iii) an award of costs, including attorneys' and experts' fees. The section of the Definitive Proxy Statement entitled "The Opinion of Misonix's Financial Advisor-Opinion ofJP Morgan Securities " is amended and supplemented as follows: The table immediately following the first paragraph under the section entitled "The Opinion of Misonix's Financial Advisor-Opinion ofJ.P. Morgan Securities -Selected Transaction Multiple Analysis" on page 179 of the Definitive Proxy Statement is hereby amended and supplemented by adding the following bolded and underlined text: Target Acquiror Announcement Date Closing Date
BioTelemetry, Inc. Royal Philips
--------------------------------------------------------------------------------
Wright Medical Group N.V. Stryker Corporation November 04, 2019 November 11, 2020 Buffalo Filter LLC Conmed Corporation December 13, 2018 February 11, 2019 K2M Group Holdings, Inc. Stryker Corporation August 30, 2018 November 9, 2018 The Spectranetics Corporation Royal Philips June 28, 2017 August 9, 2017 Vascular Solutions, Inc. Teleflex Incorporated December
02, 2016
July 13, 2016
AngioScore Inc. The Spectranetics Corporation May 27, 2014 June 30, 2014
Given Imaging Ltd. Covidien plc December 08, 2013 February 27, 2014
Conceptus, Inc. Bayer Healthcare LLC April 29, 2013 June 5, 2013
The third paragraph under the section entitled "The Merger-Opinion of Misonix's
Financial Advisor-Opinion of JP Morgan Securities -Misonix Financial Analysis
Discounted Cash Flow Analysis" on page 182 of the Definitive Proxy Statement is
hereby amended and supplemented by deleting the strikethrough text and adding
the following bolded and underlined text:
J.P. Morgan calculated the unlevered free cash flow that Misonix is expected to
generate from July 1, 2021 through June 30, 2026 using as set forth in the
Misonix Projections. J.P. Morgan also calculated a range of terminal values for
Misonix at the end of this period by applying perpetual growth rates ranging
from 3.0% to 4.0%, based on guidance provided with such perpetual growth rates
provided by Misonix's management, to estimates of the unlevered free cash flow
of Misonix (excluding cost synergies) during fiscal year ending June 30, 2026 ,
as provided in the Misonix Projections. J.P. Morgan then discounted the
unlevered free cash flow estimates (excluding cost synergies) and the range of
terminal values to present value as of June 30, 2021 using discount rates
ranging from 10.25% to 12.25%, which range was chosen by J.P. Morgan using its
professional judgment and experience based upon its analysis of a weighted
average cost of capital of Misonix ranging from 10.25% to 12.25%. The present
value of the unlevered free cash flow estimates and the range of terminal values
were then adjusted by subtracting Misonix's net debt as of June 30, 2021 based
on management estimates of $16 million , which consisted of $47 million of debt
and $31 million of cash. This analysis indicated a range of implied equity
values for Misonix (excluding cost synergies), which J.P. Morgan divided by the
number of outstanding shares of Misonix common stock of 18.2 million shares,
calculated on a fully-diluted basis (determined using the treasury stock method)
as of June 30, 2021 , to derive a range of implied equity values per share of
Misonix common stock (rounded to the nearest $0.10 ) of $18.50 to $28.60 , which
J.P. Morgan compared to the implied per share equity value of the merger
consideration of $28.00 per share of Misonix common stock, calculated as of
July 27, 2021 .
The fourth paragraph under the section entitled "The Merger-The Opinion of
Misonix's Financial Advisor-Opinion of JP Morgan Securities-Misonix Financial
Analysis -Discounted Cash Flow Analysis" on pages 182-183 of the Definitive
Proxy Statement is hereby amended and supplemented by deleting the strikethrough
text and adding the following bolded and underlined text:
Including synergies: J.P. Morgan also conducted a discounted cash flow analysis
for the purpose of determining the fully diluted equity value per share of
Misonix common stock including cost synergies using the Misonix Projections.
J.P. Morgan calculated the unlevered free cash flow that the Misonix projected
cost synergies were expected to generate from July 1, 2021 through December 31,
2025 as set forth in the Misonix Projections. J.P. Morgan calculated a range of
terminal values for Misonix projected cost synergies at the end of this period
by applying perpetual growth rates ranging from 0.0% to 1.0%, based on guidance
provided with such perpetual growth rates provided by Misonix's management, to
estimates of the unlevered free cash flow of the Misonix projected cost
synergies during the year ending December 31, 2025 , as provided in the Misonix
Projections. J.P. Morgan then discounted the unlevered free cash flow estimates
of the Misonix projected cost synergies and the range of terminal values to
present value as of June 30, 2021 using discount rates ranging from 10.1% to
12.1%, which range was chosen by J.P. Morgan using its professional judgment and
experience based upon its analysis of a weighted average cost of capital of
Misonix and Bioventus of 10.1% to 12.1%. In order to determine the range of
discount rates, J.P. Morgan selected the weighted average of the mid-point
discount rate for Misonix of 11.25% and for Bioventus of 11.0% which was
determined to be 11.1%. Using its professional judgement J.P. Morgan applied a
range of 1% in both directions to such weighted average discount rate for an
overall range of 10.1%-12.1%. This analysis indicated a range of implied equity
values for Misonix projected cost synergies. J.P. Morgan then adjusted the range
of implied equity values for Misonix excluding cost synergies, as calculated
pursuant to J.P. Morgan's discounted cash flow analysis described above, by
adding 50% of the implied equity value of the Misonix projected cost synergies
applying a 0.0% perpetual growth rate and an 11.1% discount rate. J.P. Morgan
selected a 0.0% perpetual growth rate based on guidance
--------------------------------------------------------------------------------
provided by the instruction of Misonix's management, and an 11.1% discount rate
was selected by J.P. Morgan using its professional judgment and experience based
upon its analysis of the weighted average cost of capital of Misonix and
Bioventus of 10.1% to 12.1%. This analysis indicated the range of implied equity
values for Misonix including cost synergies, which J.P. Morgan divided by the
number of outstanding shares of Misonix common stock of 18.2 million shares,
calculated on a fully-diluted basis (determined using the treasury stock method)
as of June 30, 2021 , to derive a range of implied equity values per share of
Misonix common stock (rounded to the nearest $0.10 ) of $23.50 to $33.60 , which
J.P. Morgan compared to the implied per share equity value of the merger
consideration of $28.00 per share of Misonix common stock, calculated as of
July 27, 2021 .
The second paragraph under the section entitled "The Merger-The Opinion of
Misonix's Financial Advisor-Opinion of JP Morgan Securities -Bioventus Financial
Analysis-Discounted Cash Flow Analysis" on page 185 of the Definitive Proxy
Statement is hereby amended and supplemented by deleting the strikethrough text
and adding the following bolded and underlined text:
J.P. Morgan calculated the unlevered free cash flow that Bioventus is expected
to generate from July 1, 2021 through December 31, 2025 using the Adjusted
Bioventus Street Forecasts (as set forth in the section entitled "Bioventus
Management's Unaudited Prospective Financial Information Projections" (the
"Bioventus Projections"), which were discussed with, and approved by Misonix's
management for use by J.P. Morgan in connection with its financial analyses).
J.P. Morgan also calculated a range of terminal values for Bioventus at the end
of this period by applying perpetual growth rates ranging from 2.5% to 3.5%,
based on guidance provided with such perpetual growth rates provided by
Misonix's management, to estimates of the unlevered free cash flow of Bioventus
(excluding cost synergies) during year ending December 31, 2025 , as provided in
the Bioventus Projections. J.P. Morgan then discounted the unlevered free cash
flow estimates (excluding cost synergies) and the range of terminal values to
present value as of June 30, 2021 using discount rates ranging from 10.0% to
12.0%, which range was chosen by J.P. Morgan using its professional judgment and
experience based upon its analysis of a weighted average cost of capital of
Bioventus ranging from 10.0% to 12.0%. The present value of the unlevered free
cash flow estimates and the range of terminal values were then adjusted by
subtracting Bioventus' net debt based on management estimates of $142 million ,
which consisted of $200 million of debt and $136 million of cash, and
non-controlling interests of $78 million (which deduction was based upon
Bioventus' balance sheet filed May 13, 2021 ) as of June 30, 2021 . This analysis
indicated a range of implied equity values for Bioventus (excluding cost
synergies), which J.P. Morgan divided by the number of outstanding shares of
Bioventus common stock of 59.5 million shares, calculated on a fully-diluted
basis (determined using the treasury stock method) as of June 30, 2021 , to
derive a range of implied equity values per share of Bioventus class A common
stock (rounded to the nearest $0.10 ) of $17.10 to $25.70 , which J.P. Morgan
compared to the seven-day volume-weighted average price per share of Bioventus
class A common stock of $16.63 on July 27, 2021 .
The following table replaces the table in the section entitled "The Merger-Bioventus Unaudited Financial Projections-Summary of the Adjusted Bioventus Street Forecasts" on page 188 of the Definitive Proxy Statement:
Year Ending December
(in millions) FY21E FY22E FY23E FY24E FY25E
Revenue $413 $462 $525 $585 $644
Growth 28.6 % 11.9 % 13.7 % 11.4 % 10.0 %
Adjusted EBITDA(1) $79 $92 $102 $127 $147
% Margin 19.1 % 20.0 % 19.4 % 21.6 % 22.8 %
Less: Stock Based Compensation 3 (14 ) (16 ) (18 ) (19 )
Less: Depreciation (3 ) (3 ) (3 ) (4 ) (4 )
EBITA $79 $76 $83 $105 $123
% Margin 19.2 % 16.4 % 15.7 % 18.0 % 19.1 %
Less: Taxes ($18 ) ($17 ) ($19 ) ($24 ) ($28 )
Tax Rate 22.5 % 22.5 % 22.5 % 22.5 % 22.5 %
NOPAT $61 $59 $64 $82 $96
Plus: Depreciation 3 3 3 4 4
Less: Capex (4 ) (4 ) (5 ) (5 ) (5 )
Less: Change in Working Capital (9 ) (5 ) (6 ) (6 ) (6 )
Unlevered free cash flow(2) $51 $53 $57 $74 $89 --------------------------------------------------------------------------------
(1) Adjusted EBITDA, a non-GAAP financial measure, refers to earnings before
interest, tax, depreciation and amortization, excluding the impact of
stock-based compensation expense and other cash and non-cash items that
Bioventus does not consider in its evaluation of ongoing operating
performance.
(2) Unlevered free cash flow, a non-GAAP financial measure, refers to Adjusted
EBITDA less stock-based compensation, which is treated as a cash expense,
less taxes, change in net working capital and capital expenditures.
The section of the Definitive Proxy Statement entitled "Misonix Unaudited Financial Projections" is amended and supplemented as follows:
The table immediately following the first paragraph under the section entitled "Misonix Unaudited Financial Projections- Summary of the Misonix Financial Projections- Misonix Preliminary Unaudited Projections" on page 192 of the Definitive Proxy Statement is hereby amended and supplemented by adding the following bolded and underlined text:
Fiscal Year Ended, June 30
(in millions) 2022E 2023E 2024E 2025E 2026E
Revenue $ 98.0 $ 125.4 $ 156.4 $ 194.0 $ 234.8
Gross Profit $ 70.8 $ 90.6 $ 113.4 $ 141.0 $ 170.3
Adjusted EBITDA (1)(5)(6) $ 4.3 $ 12.1 $ 21.6 $ 33.7 $ 44.6
Less: Depreciation and Amortization $ (4.9 ) $ (5.0 ) $ (5.2 ) $ (5.0 ) $ (5.0 )
Less: Stock Based Compensation $ (1.5 ) $ (1.4 ) $ (1.4 ) $ (1.4 ) $ (1.4 )
Adjusted EBIT (less Stock Based
Compensation) (2)(5)(6) $ (2.1 ) $ 5.7 $ 15.0 $ 26.027.2 $ 30.138.2
Less: Tax Expense (3) $ 0.0 $ 0.0 $ 0.0 $ (1.3 ) $ (8.1 )
Net Operating Profit after Tax (3)(5)(4) $ (2.1 ) $ 5.7 $ 15.0 $ 26.0 $ 30.1
Plus: Depreciation and Amortization $ 4.9 $ 5.0 $ 5.2 $ 5.0 $ 5.0
Less: Capital Expenditures $ (2.9 ) $ (3.1 ) $ (3.3 ) $ (3.5 ) $ (3.5 )
Less: Change in Net Working Capital $ 1.7 $ (2.3 ) $ (2.4 ) $ (5.3 ) $ (2.6 )
Unlevered Free Cash Flow (4)(5)(5) $ 1.6 $ 5.3 $ 14.5 $ 22.2 $ 29.0 (1) Adjusted EBITDA is a non-GAAP financial measure which is calculated as
earnings before interest expense, taxes, depreciation & amortization and
further adjusted to exclude non-cash items and certain other adjustments like
stock based compensation expense.
(2) Adjusted EBIT is a non-GAAP financial measure which is calculated as Adjusted
EBITDA further adjusted to exclude stock based compensation expense and
depreciation & amortization.
(3) Includes benefit of Misonix net operating loss carryforward of
(34) Net Operating Profit after Tax ("NOPAT") is a non-GAAP financial measure,
which is calculated as Adjusted EBIT less estimated tax expense, which
assumes a marginal tax rate of 23% and accounts for Misonix's net operating
loss balance.
(45) Unlevered Free Cash Flow is a non-GAAP financial measure, which is
calculated as a NOPAT plus depreciation & amortization, less capital
expenditures and change in net working capital.
(56) See below under the heading "Non-GAAP Financial Measures" for a
reconciliation of the non-GAAP financial measure to its related GAAP
financial measure
The first paragraph and immediately following table under the section entitled "Misonix Unaudited Financial Projections- Summary of the Misonix Financial Projections- Misonix Revised Unaudited Projections" on page 193 of the Definitive Proxy Statement is hereby amended and supplemented by deleting the strikethrough text and adding the following bolded and underlined text: The following table presents certain revised unaudited prospective financial information of Misonix prepared by Misonix management for Misonix's fiscal years ending 2022 through 2026, which we refer to as the Misonix revised unaudited Projections, and, together with the Misonix preliminary unaudited projections, the Misonix unaudited projections, and which information was provided to the Misonix board of directors and J.P. Morgan. The Misonix revised unaudited projections were updated based on a number of developments, including, among other things, management's general course of review, continuing developments in Misonix's business and recent developments on the impact of the COVID-19 pandemic. Misonix management instructed J.P. Morgan to use and rely upon the prospective information as a basis for its analysis in rendering its opinion described in the section of this proxy statement/prospectus entitled "The Merger-Opinion of Misonix's Financial -------------------------------------------------------------------------------- Advisor," with such adjustments as are discussed in such section. The Misonix revised unaudited projections were not provided toBioventus in connection with its evaluation of a potential transaction. Fiscal Year Ended, June 30 (in millions) 2022E 2023E 2024E 2025E 2026E Revenue$ 98.2 $ 130.3 $ 161.5 $ 198.3 $ 243.1 Gross Profit$ 70.2 $ 93.1 $ 115.2 $ 141.3 $ 173.0 Adjusted EBITDA (1)(5)(6)$ 2.3 $ 13.2 $ 21.3 $ 31.5 $ 45.7 Less: Depreciation and Amortization$ (4.9 ) $ (4.0 ) $ (4.1 ) $ (4.2 ) $ (4.2 ) Less: Stock Based Compensation$ (2.7 ) $ (2.5 ) $ (2.6 ) $ (2.6 ) $ (2.7 ) Adjusted EBIT (less Stock Based Compensation) (2)(5)(6)$ (5.2 ) $ 6.7 $ 14.7 $ 24.7 $ 38.8 Less: Tax Expense (3)$ 0.0 $ 0.0 $ 0.0 $ (1.1 ) $ (7.1 ) Net Operating Profit after Tax (3)(5)(4)$ (5.2 ) $ 6.7 $ 14.7 $ 23.5 $ 31.7 Plus: Depreciation and Amortization$ 4.9 $ 4.0 $ 4.1 $ 4.2 $ 4.2 Less: Capital Expenditures$ (4.1 ) $ (3.8 ) $ (3.8 ) $ (3.8 ) $ (3.8 ) Less: Change in Net Working Capital$ (5.2 ) $ (2.4 ) $ (3.1 ) $ (7.8 ) $ (5.1 ) Unlevered Free Cash Flow (4)(5)(5)$ (9.7 ) $ 4.5 $ 11.9 $ 16.1 $ 27.0 Year Ended, December 31 2021E 2022E 2023E 2024E 2025E Unlevered Free Cash Flow resulting from expected cost synergies (5)$ 6.2 $ 12.9 $ 16.1 $ 16.1 $ 16.1
(1) Adjusted EBITDA is a non-GAAP financial measure which is calculated as
earnings before interest expense, taxes, depreciation & amortization and
further adjusted to exclude non-cash items and certain other adjustments like
stock based compensation expense.
(2) Adjusted EBIT is a non-GAAP financial measure which is calculated as Adjusted
EBITDA further adjusted to exclude stock based compensation expense and
depreciation & amortization.
(3) Includes benefit of Misonix net operating loss carryforward of
(34) Net Operating Profit after Tax ("NOPAT") is a non-GAAP financial measure,
which is calculated as Adjusted EBIT less estimated tax expense, which
assumes a marginal tax rate of 23% and accounts for Misonix's net operating
loss balance.
(45) Unlevered Free Cash Flow is a non-GAAP financial measure, which is
calculated as a NOPAT plus depreciation & amortization, less capital
expenditures and change in net working capital.
(56) See below under the heading "Non-GAAP Financial Measures" for a
reconciliation of the non-GAAP financial measure to its related GAAP
financial measure
Additional Information and Where to Find It
In connection with the proposed transaction, each of Misonix andBioventus filed definitive proxy statements, respectively, (the "Proxy Statements") with theSEC . . .
© Edgar Online, source
