United Therapeutics Corporation completed the acquisition of Miromatrix Medical Inc. from Gagnon Securities, LLC and others
This transaction is not subject to any financing condition and is expected to close in December 2023, subject to customary closing conditions, including the tender of a majority of the outstanding shares of Miromatrix?s common stock, subject to review by the U.S. Securities and Exchange Commission, which may impact timing, obtain all required consents, approvals or waivers from third parties, including as required under any Material Contract, obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all reasonable best efforts to obtain an approval or waiver from, or to avoid any Action by, any Governmental Entity, and execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement. The Board of Miromatrix Medical has unanimously (i) determined that the terms of the Merger Agreement, the Offer, the Merger, the CVR Agreement and the other transactions contemplated by the Merger Agreement are fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Offer, the Merger and the CVR Agreement, (iii) resolved that the Merger shall be governed by Section 251(h) of the DGCL, and (iv) resolved to recommend that the Company?s stockholders accept the Offer and tender their shares pursuant to the Offer. As of December 12, 2023, Tender offer expired, and a total of 22,876,102 Shares representing approximately 83.43% of the Shares outstanding were validly tendered and accepted by United Therapeutics for the payment. Accordingly, the minimum condition was satisfied. The merger is expected to close on December 13, 2023.
Stephen Glover and Alexander Orr of Gibson, Dunn & Crutcher LLP is acting as legal counsel to United Therapeutics. Piper Sandler is acting as lead financial advisor and fairness opinion provider and will receive a fee of approximately $2.5 million, (i) $0.75 million of which was payable upon the rendering of the Piper Sandler Opinion; and Steven C. Kennedy, Michael A. Stanchfield and Brandon C. Mason of Faegre Drinker Biddle & Reath LLP acted as legal counsel to Miromatrix. Craig-Hallum Capital Group LLC also acted as financial advisor to Miromatrix and will receive a fee of $0.5 million for its services. Continental Stock Transfer & Trust Company acted as transfer agent to Miromatrix Medical. Innisfree M&A Incorporated acted as information agent to Miromatrix Medical in the transaction.
United Therapeutics Corporation (NasdaqGS:UTHR) completed the acquisition of Miromatrix Medical Inc. (NasdaqCM:MIRO) from Gagnon Securities, LLC and others on December 13, 2023.