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August 2, 2021

Misonix’s proposed merger with Bioventus faces investigation

Bioventus expects the Misonix merger to generate a pure-play regenerative medicine and orthopaedics company.

Stockholder rights law firm Bragar Eagel & Squire has launched an inquiry into Bioventus’ proposed acquisition of therapeutic ultrasonic technology developer Misonix for a total consideration of $518m.

Bragar Eagel & Squire will investigate if the officers or directors of Misonix breached their fiduciary duties or violated the federal securities laws concerning the merger.

Last month, Bioventus signed into a definitive agreement to acquire Misonix in a cash-and-stock deal.

As per the terms of the deal, approved by the boards of directors of both companies, stakeholders of Misonix will get nearly $518m from Bioventus.

Misonix stockholders can choose either 1.6839 shares of Bioventus class A common stock or $28 in cash without interest for each share of Misonix they own.

On concluding the acquisition, the merged entity will work as Bioventus and will use the international strengths of both companies as a pure-play regenerative medicine and orthopaedics company.

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Furthermore, the business combination will result in a medical technology company with products and dedicated salesforces catering to a $15bn total addressable market in the hospital, ambulatory surgical centre and office care settings.

The merged company will boost Misonix’s BoneScalpel and Nexus usage via Bioventus’ broad spine surgical solutions footprint. It will also enhance Bioventus’ lower extremity offerings and the commercial presence to expedite growth.

Furthermore, the business combination expands Misonix’s global access using direct channels and infrastructure of Bioventus in the Netherlands, Canada, Germany and the UK.

Commenting on the probe into this merger, Bragar Eagel & Squire said: “Bragar Eagel & Squire is concerned that Misonix’s board of directors oversaw an unfair process and ultimately agreed to an inadequate merger agreement.

“Accordingly, the firm is investigating all relevant aspects of the deal and is committed to securing the best result possible for Misonix’s stockholders.”

Subject to regulatory and other approvals and customary closing conditions, the deal is anticipated to conclude in the fourth quarter of this year.

In July last year, Bioventus invested $15m in CartiHeal, an Israel-based developer of Agili-C implant for the treatment of joint surface lesions in traumatic and osteoarthritic joints.

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