Bioventus Inc. (NasdaqGS:BVS) entered into a definitive agreement to acquire Misonix, Inc. (NasdaqGM:MSON) from Stavros G. Vizirgianakis, SV Life Sciences Fund VI, L.P. and Sv Life Sciences Fund VI Strategic Partners, L.P., funds managed by SV Health Investors, LLC, 1315 Capital, LLC and others for approximately $500 million on July 29, 2021. Under the terms of the agreement, Misonix stockholders may elect to receive either (i) 1.6839 shares of Bioventus class A common stock or (ii) $28 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. If the aggregate amount of cash elected to be received by holders of Misonix Common Stock exceeds the maximum cash amount, the number of shares of Misonix Common Stock electing to receive cash consideration will be reduced on a pro rata basis and the remainder of the shares of Misonix Common Stock will be paid the stock consideration of 1.6839 Bioventus Shares. Upon completion of the transaction, Misonix stockholders will own an approximately 25% stake in the combined company, and Bioventus stockholders will own an approximately 75% stake in the combined company. Bioventus expects to fund the cash portion of the acquisition with cash on hand through a fully committed financing provided by Wells Fargo. Following the closing of the transaction, the combined company is expected to conduct business as Bioventus Inc. The combined company will retain Bioventus headquarters in Durham, NC. Bioventus and Misonix will each be required to pay a termination fee of $20,661,000 to the other party if the transaction is terminated in certain circumstances.
Stavros Vizirgianakis, Chief Executive Officer of Misonix and a member of its Board of Directors, and Patrick Beyer, a member of Misonixs Board of Directors will be added as members of the Bioventus Board of Directors at the closing of the transaction. The transaction is subject to regulatory approvals; Bioventus stockholder approval; Misonix stockholder approval; Nasdaqs approval of the Bioventus Shares to be issued in the merger being listed on the Nasdaq; any waiting period applicable to the Mergers under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired or been terminated; the registration statement registering the merger consideration becoming effective; and Misonix shall have received an opinion from tax opinion counsel, dated as of the closing date, to the effect that the merger qualify as a reorganization within the meaning of Section 368(a) of the Code. The transaction has been unanimously approved by the boards of directors of both Bioventus and Misonix. Bioventus stockholders Smith & Nephew plc, EW Healthcare Partners and Ampersand Capital Partners, which together make up a majority of the company s shareholder base, have entered into agreements to vote in favor of the acquisition. As of October 26, 2021, stockholders of Bioventus and Misonix approved the merger. The transaction is expected to close in the fourth quarter of 2021. As of October 26, 2021, the acquisition is expected to close on or around October 29, 2021. Bioventus anticipates that the transaction will be accretive to its adjusted EBITDA in the first full year after completion of the transaction and accretive to its adjusted EBITDA margins by the second full year after completion of the transaction.
Philippe McAuliffe of Perella Weinberg Partners LP acted as lead financial advisor and fairness opinion provider to Bioventus. Morgan Stanley acted as financial advisor to Bioventus. Charles Ruck and Mark Bekheit of Latham & Watkins LLP provided legal advisor to Bioventus. Rak Mehta and Will Theisen of J.P. Morgan Securities LLC acted as exclusive financial advisor and fairness opinion provider to Misonix. Jonn R. Beeson and Randi Lesnick of Jones Day served as legal advisor to Misonix. MacKenzie Partners acted as Proxy solicitor to Misonix and estimates will pay them a fee of approximately $18,500, plus reimbursement for certain out-of-pocket fees and expenses.
Bioventus Inc. (NasdaqGS:BVS) completed the acquisition of Misonix, Inc. (NasdaqGM:MSON) from Stavros G. Vizirgianakis, SV Life Sciences Fund VI, L.P. and Sv Life Sciences Fund VI Strategic Partners, L.P., funds managed by SV Health Investors, LLC, 1315 Capital, LLC and others on October 29, 2021. The transaction was closed post regulatory approval received.