Bioventus entered into an amendment to the Option and Equity Purchase Agreement for its pending acquisition of CartiHeal.
The Amended Acquisition Agreement reduces the closing payment to $50 million (in addition to $50 million deposited into escrow last year) from the original $315 million that was previously agreed. The remaining $215 million of the purchase price (the Deferred Amount) will instead be paid to CartiHeal stockholders upon the earlier of the achievement of certain milestones or the occurrence of certain installment payment dates. The Deferred Amount will be paid in five tranches commencing in 2023 and ending no later than 2027.
Bioventus will pay interest on each tranche of the Deferred Amount, at a rate of at 8% annually, until such tranche is paid. Additionally, the approximately $135 million payable to CartiHeal’s stockholders upon the achievement of $100 million in trailing twelve-month sales will now be payable upon the achievement of $75 million in trailing twelve-month sales.
Bioventus expects the acquisition to close by the end of July 2022, subject to closing conditions, with an up-front payment to CartiHeal’s stockholders of approximately $108 million (inclusive of the $50 million previously deposited into escrow by Bioventus and in addition to approximately $8 million of CartiHeal’s transaction-related fees and expenses that Bioventus has agreed to pay).
Ken Reali, Bioventus’ Chief Executive Officer, said, “The ability to defer a significant portion of the upfront cash consideration allows us to continue investing in our near-term strategy for growth while maintaining financial flexibility. Bioventus possesses multiple short- and mid-term growth drivers that are further enhanced by CartiHeal, and we continue to work towards realizing the potential of our portfolio to deliver sustained double-digit growth and margin expansion.”