BioSphere Medical has entered into an agreement and plan of merger with Merit Medical Systems and Merit BioAcquisition, a wholly-owned subsidiary of Merit Medical, pursuant to which BioSphere Medical will merge with and into Merit BioAcquisition in a cash transaction valued at approximately $96m.
BioSphere Medical said that in connection with but prior to the consummation of the transaction, it intends to call for redemption of all 9,636 currently outstanding shares of series A preferred stock at a redemption price of $1,000 per share plus accrued but unpaid dividends.
BioSphere Medical stated that holders may elect to convert each share of series A preferred stock into 250 shares of common stock prior to consummation of such redemption.
Under the terms of the agreement, and assuming the conversion of all outstanding shares of series A preferred stock into shares of common stock, at closing each share of BioSphere Medical common stock will be exchanged for $4.38 per share in cash, representing a premium of approximately 54% over the closing price on May 12, 2010.
David Southwell, chairman of BioSphere Medical, said: “Merit Medical Systems’ reputation and experience in interventional radiology and distribution network make it an ideal fit for BioSphere.
“This transaction achieves value for our shareholders. Furthermore, through Merit Medical Systems, more women suffering from uterine fibroids are expected to benefit from the less invasive treatment solution offered by embolotherapy.”
Richard Faleschini, president and CEO of BioSphere Medical, said: “We are pleased to bring value to BioSphere shareholders through this planned acquisition. We look forward to effectively integrating into Merit, and we believe that this transaction will allow us to even more fully meet the needs of our customers.”
Completion of the transaction is subject to approval of the company’s stockholders, regulatory approvals and other customary closing conditions and is expected to occur early in the third quarter of 2010.