An affiliate of Aurora Capital Partners entered into a definitive agreement to acquire Sharps Compliance Corp. (NasdaqCM:SMED) for approximately $170 million on July 12, 2022. Under the terms of the merger agreement, Aurora will commence an all-cash tender offer to acquire all of the issued and outstanding shares of Sharps for $8.75 per share. Upon the completion of the transaction, Sharps will become a privately held company and shares of Sharps common stock will no longer be listed on any public market. Following the successful completion of the tender offer, Aurora will acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price. Pursuant to the equity commitment letter, the Aurora Funds have committed to capitalize Parent, at or prior to the closing of the transactions contemplated by the merger agreement, with an aggregate equity contribution in an amount of $186,050,950 on the terms and subject to the conditions set forth in that certain equity commitment letter. Buyer has taken a $95 million senior secured incremental term loan facility and $15 million revolving credit facility, which it will in connection with the transaction. In connection with the termination of the merger agreement under specified circumstances, Sharps Compliance will be required to pay to Aurora Capital a termination fee of $6,995,000. If the merger agreement under specified circumstances terminated by Aurora Capital, then Aurora Capital will be required to pay to Sharps Compliance a reverse termination fee of $7,869,400. In connection with the deal, certain Directors and Executive Officers of Sharps have agreed to tender all of their shares.

The transaction is subject to the expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, at least one share more than fifty percent (50%) of the number of shares issued and outstanding validly tendered and other customary closing conditions. The transaction has been unanimously approved by the Board of Directors of Sharps. The transaction is not subject to any financing contingency. As of July 25, 2022, Aurora Capital announced the commencement of all-cash tender offer to acquire all of the issued and outstanding shares of common stock of Sharps Compliance. The tender offer expired on August 19, 2022, and a total of 16,830,657 shares were validly tendered representing approximately 82% of the number of shares that are issued and outstanding as of the expiration Date on a fully diluted basis. As of such expiration date, all conditions to the tender offer have been satisfied or waived. Purchaser has accepted for payment, all such shares validly tendered and not validly withdrawn in accordance with the terms of the tender offer. As a result of its acceptance of the shares tendered in the tender offer, Purchaser has acquired a sufficient number of Shares to close the merger of Purchaser with and into Sharps without the affirmative vote of the Sharps remaining public stockholders pursuant to Section 251(h) of the Delaware General Corporation Law. The remaining outstanding shares will be converted into the right to receive $8.75 per share in cash, without interest and subject to any required withholding taxes (which is the same amount per Share paid in the tender offer). As a result of the tender offer and the merger, Sharps will become a privately-held company and Sharps common stock will cease trading on the NASDAQ.

The deal is expected to close in the third calendar quarter of 2022. As of August 22, 2022, the transaction is expected to close on August 23, 2022. Raymond James & Associates, Inc. acted as financial advisor and Brandon Byrne, Alexander Clark, Todd Schroeder, Andy Eklund and Bob Greenslade of Norton Rose Fulbright US LLP acted as legal advisor to Sharps. Ari B. Lanin and Daniela Stolman of Gibson, Dunn & Crutcher LLP acted as legal advisors and Luke Yakely, John McNamara, David Gray, Jon Mahan, Barret Preuninger and Nick Hartman of Stifel, Nicolaus and company incorporated acted as financial advisor to the affiliate of Aurora. Raymond James & Associates, Inc. acted as fairness opinion provider to Sharps. D.F. King & Co., Inc. is acting as Information Agent for the tender offer and Computershare Trust Company, N.A. is acting as Depositary and Paying Agent in the tender offer. Ernst & Young Global Limited acted as financial advisor to Aurora.