US-based biotechnology company United Therapeutics has agreed to acquire Miromatrix Medical, which develops bioengineered organs comprising human cells, for about $91m.
Under the terms of the agreement, United Therapeutics will commence a tender offer to acquire all outstanding shares of Miromatrix at a price of $3.25 per share.
The biotech company will also pay an additional $1.75 per share in cash, subject to Miromatrix meeting a clinical development milestone related to Mirokidney by 31 December 2025.
Mirokidney is a fully implantable manufactured kidney product, being developed by Miromatrix.
The transaction, which is not subject to any financing condition, has been unanimously recommended by Miromatrix’s Board of Directors.
It is expected to be completed in the fourth quarter of this year, subject to customary closing conditions, including the tender of a majority of the outstanding Miromatrix common shares.
Upon closing of the tender offer, United Therapeutics will purchase any Miromatrix shares that are not tendered in the offer, through a second-step merger at the same consideration.
The purchase price indicates around 170% premium to the 30-day volume-weighted average trading price of Miromatrix’s common stock as of 27 October 2023.
United Therapeutics chairperson and CEO Martine Rothblatt said: “At United Therapeutics, we are determined to rectify the severe shortage of transplantable organs.
“We expect that Miromatrix will help us in this mission, bringing a number of new approaches, highly-skilled personnel, and state-of-the-art facilities as additional shots on goal to complement our existing organ manufacturing programmes.”
United Therapeutics is a biotechnology company with six FDA-approved therapies to treat rare, life-threatening conditions and a portfolio of four ongoing registration-phase studies.
Through the acquisition, the biotechnology company will expand its existing complementary platform of organ manufacturing programmes to supply tolerable, transplantable organs.
Its organ manufacturing programmes include ex-vivo lung perfusion, xenotransplantation, 3-D bioprinting, and regenerative medicine approaches.
Gibson, Dunn & Crutcher served as legal counsel to United Therapeutics, while Piper Sandler served as lead financial advisor, Faegre Drinker Biddle & Reath as legal counsel and Craig-Hallum Capital Group as financial advisor to Miromatrix.
Miromatrix CEO Jeff Ross said: “United Therapeutics’ dedication to solving the chronic shortage of transplantable organs is a vision we share at Miromatrix.
“This transaction provides our shareholders with a substantial premium and allows them to participate in the potential upside of our combination, while accelerating the development of our pipeline as we strive to make bioengineered organs a reality for the many patients in need.”
