CryoLife, Inc. (NYSE:CRY) acquired Ascyrus Medical LLC from a group of shareholders for approximately $220 million on September 2, 2020. Under the terms of the deal, CryoLife will pay a cash payment of approximately $60 million at the closing of the acquisition (subject to customary purchase price adjustments) and the issuance of $20 million in shares in an aggregate of 0.99 million shares of CryoLife. CryoLife will pay additional cash payment of $10 million and the issuance of $10 million in shares of CryoLife common stock if the U.S. Food and Drug Administration approves an Investigational Device Exemption application, cash payment of $25 million if the FDA approves a Premarket Approval application submitted, cash payment of $10 million if regulatory approval is obtained in Japan on or before June 30, 2027, cash payment of $10 million if regulatory approval is obtained in China on or before June 30, 2027 and a potential revenue-based earnout of 2x non-European revenue cash payment of up to $55 million or up to $65 million if regulatory approval in Japan or regulatory approval in China has not been obtained on or before June 30, 2027 or up to $75 million if neither regulatory approval in Japan nor regulatory approval in China have been obtained on or before June 30, 2027. Additionally $8.25 million in cash will be held in escrow as partial security for the indemnification obligations of the securityholders under the purchase agreement and to satisfy any post-closing purchase price adjustments. The funds remaining in the indemnification escrow account will be released approximately 16 months from the date of closing of the acquisition, less the aggregate amount of any pending and unresolved claims as of such date. A portion of the cash consideration may also be used to pay off Ascyrus’s outstanding indebtedness and certain transaction costs of Ascyrus and the securityholders in connection with the acquisition. CryoLife funded the cash portion of the upfront amount through available cash on hand. In addition, CryoLife expect to fund $10 million in cash upon receipt of the IDE approval from available cash on hand. The agreement is subject to certain conditions, including Contract Terminations, Distributor Agreement Termination Notice, employee termination notice, third party approvals, governmental approvals, approval of the securityholders and the manager of Ascyrus, resignation of officers and directors of Ascyrus, execution of escrow agreement and paying agent agreement, Ali Shahriari and Tomas Fernandez having duly and validly executed and delivered to CryoLife a consulting agreement the non-competition agreements and CryoLife having received a duly and validly executed copy of the Exclusive License Agreement between CryoLife and Aortic Innovations LLC and a validly executed copy of an amended and restated Operating Agreement of Aortic Innovations, LLC. CryoLife’s board of directors and Ascyrus’s members and sole manager each have approved the Purchase Agreement. CryoLife expects the acquisition will be accretive to its cash flow and non-GAAP earnings per share. Paul R. Tobias of Vinson & Elkins L.L.P. acted as legal advisor for CryoLife. UBS Securities LLC acted as financial advisor and Amy E. Risseeuw and J. Christopher Lynch of Wyrick Robbins Yates & Ponton LLP acted as legal advisor for Ascyrus. UBS Investment Bank acted as a financial advisor to Ascyrus. CryoLife, Inc. (NYSE:CRY) completed the acquisition of Ascyrus Medical LLC from a group of shareholders for approximately $200 million on September 2, 2020. Upon closing of the acquisition, CryoLife paid $83.7 million consisting of $63.7 million in cash consideration, and $20 million in shares of CryoLife common stock. The number of shares issued was based on a 10-day moving volume weighted average closing price of a share of CryoLife common stock as of the date immediately prior to closing, resulting in an issuance of 991,800 shares of CryoLife common stock.