Osiris Therapeutics, Inc. (NASDAQ: OSIR), a regenerative medicine
company focused on developing and marketing products for wound
care, orthopedics, and sports medicine, today announced that it has
entered into an agreement and plan of merger with Smith &
Nephew plc pursuant to which Smith & Nephew will acquire Osiris
for $19.00 per share in cash, a total of approximately $660.5
million in cash. This offer represents a 37% premium to the
company’s 90-day volume-weighted average stock price. The
transaction was unanimously approved by the Boards of Directors of
both companies.
Peter Friedli, Chairman of the Board and co-founder of Osiris,
said, “This is a very good outcome for Osiris’ shareholders. The
Board concluded unanimously, after taking into account the
requirements needed to take the business to the next level, that
entering into this agreement represents the best way to maximize
value for our stockholders.” Mr. Friedli added, “I am immensely
proud of the business we have built from our research into advanced
regenerative technologies. I believe Smith & Nephew is the
right home for Osiris and will allow our products to reach more
customers, helping to restore quality of life for more
patients.”
“This agreement reflects the significant value that the Osiris
team has generated for our shareholders under Peter Friedli’s
leadership. We believe this transaction will also benefit our
customers, employees, and partners,” said Samson Tom,
President and Chief Executive Officer of Osiris.
Completion of the transaction is expected in the second quarter
of 2019, pending the successful completion of the tender offer and
all other closing conditions. Osiris’ employees are expected to
join Smith & Nephew on completion. Until that time, Osiris will
continue to operate as a separate and independent company.
Cantor Fitzgerald & Co. rendered a fairness opinion to the
Board of Directors of Osiris in connection with the transaction.
Hogan Lovells US LLP is acting as legal counsel for Osiris.
Transaction Details
Under the terms of the agreement and plan of merger, Smith &
Nephew has formed an acquisition subsidiary, Papyrus Acquisition
Corp. (“Purchaser”), that will commence a tender offer no
later than April 2, 2019 to purchase all outstanding shares of
Osiris for $19.00 per share in cash, and Osiris will file a
recommendation statement containing the unanimous recommendation of
the Osiris Board that Osiris stockholders tender their shares to
Smith & Nephew. Following the completion of the tender offer,
Smith & Nephew expects to promptly consummate a merger of
Purchaser and Osiris in which shares of Osiris that have not been
purchased in the tender offer will be converted into the right to
receive the same cash price per share as paid in the tender
offer.
The tender offer and the merger are subject to customary closing
conditions, including the tender of at least a majority of the
outstanding Osiris shares on a fully diluted
basis and the expiration or termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act. The
merger agreement includes customary termination provisions for both
Osiris and Smith & Nephew, including a right for either party
to terminate if the transactions have not been completed by
December 12, 2019.
The merger agreement provides that, in connection with the
termination of the merger agreement under specified circumstances,
including termination by Osiris to accept a superior proposal,
Osiris will be required to pay to Smith & Nephew a fee equal to
$18,682,450.
Smith & Nephew plc (LSE: SN, NYSE: SNN) is making a separate
announcement regarding the transaction to its investors
today.
Annual Report on Form 10-K
Osiris intends to file its Annual Report on Form 10-K for the
year ended December 31, 2018 on Friday, March 15, 2019.
About Osiris Therapeutics
Osiris Therapeutics, Inc., based in Columbia, Maryland,
researches, develops, manufactures, and commercializes regenerative
medicine products intended to improve the health and lives of
patients and lower overall healthcare costs. We have achieved
commercial success with products in orthopedics, sports medicine
and wound care, including the Grafix product line, Stravix®,
BIO4®, and Cartiform®. We continue to advance our
research and development by focusing on innovation in regenerative
medicine, including the development of bioengineered stem cell and
tissue‑based products. Osiris®, Grafix®, GrafixPL®, GrafixPL
PRIME™, Cartiform®, and Prestige Lyotechnologysm are our
trademarks. BIO4® is a trademark of Howmedica Osteonics
Corp., a subsidiary of Stryker Corporation. More information
can be found on the Company’s website, www.osiris.com.
(OSIR-G)
IMPORTANT INFORMATION
The tender offer for the shares of outstanding common stock of
Osiris has not yet commenced. This communication is for
informational purposes only and does not constitute an offer to buy
or a solicitation of an offer to sell any securities of
Osiris. The solicitation and offer to buy common stock of
Osiris will only be made pursuant to an Offer to Purchase and
related materials. At the time the tender offer is commenced,
Smith & Nephew Consolidated, Inc. and Papyrus Acquisition Corp.
will file a tender offer statement on Schedule TO with the United
States Securities and Exchange Commission (the “SEC”) and
thereafter Osiris will file a Tender Offer
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the tender offer. INVESTORS AND SECURITY
HOLDERS ARE ADVISED TO READ THE SCHEDULE TO AND THE SCHEDULE 14D-9,
AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AS WELL
AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, WHEN THEY
BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING
ANY DECISIONS WITH RESPECT TO THE TENDER OFFER OR WHETHER TO TENDER
THEIR SHARES PURSUANT TO THE TENDER OFFER, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION
(INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER) AND THE
PARTIES THERETO. Investors may obtain a free copy of the
Solicitation/Recommendation Statement and other documents (when
available) that Osiris files with the SEC at the SEC’s website at
www.sec.gov, or free of charge from Osiris at www.osiris.com or by
directing a request to Osiris at OsirisPR@Osiris.com.
Forward-Looking Statements
This communication contains forward-looking statements, within
the meaning of the Private Securities Litigation Reform Act of
1995, that involve substantial risks and uncertainties, including
statements regarding the completion of the transaction with Smith
& Nephew. In some cases, you can identify forward-looking
statements by terms such as “may,” “will,” “should,” “expect,”
“plan,” “anticipate,” “could,” “intend,” “target,” “project,”
“believe,” “estimate,” “predict,” “potential” or “continue” or the
negative of these terms or other similar expressions intended to
identify statements about the future. These statements speak only
as of the date of this communication and involve known and unknown
risks, uncertainties and other important factors that may cause our
actual results, performance or achievements to be materially
different from any future results, performance or achievements
expressed or implied by the forward-looking statements. We have
based these forward-looking statements largely on our current
expectations and projections about future events and financial
trends that we believe may affect our business, financial condition
and results of operations. Meaningful factors which could cause
actual results to differ from these forward-looking statements
include, without limitation: (i) uncertainties as to the
timing of the tender offer and the subsequent merger; (ii) the risk
that the tender offer or the subsequent merger may not be completed
in a timely manner or at all; (iii) uncertainties as to the
percentage of Osiris’ stockholders tendering their shares in the
tender offer; (iv) the possibility that competing offers or
acquisition proposals for Osiris will be made; (v) the possibility
that any or all of the various conditions to the consummation of
the tender offer or the subsequent merger may not be satisfied or
waived, including the failure to receive any required regulatory
approvals from any applicable governmental entities (or any
conditions, limitations or restrictions placed on such approvals);
(vi) the occurrence of any event, change or other circumstance that
could give rise to the termination of the merger agreement dated
March 12, 2019 (the “Merger Agreement”), among Smith & Nephew
Consolidated, Inc., Papyrus Acquisition Corp., Osiris and Smith
& Nephew plc, including in circumstances which would require
Osiris to pay a termination fee; (vii) the effect of the
announcement or pendency of the transactions contemplated by the
Merger Agreement on Osiris’ ability to retain and hire key
personnel, its ability to maintain relationships with its
customers, suppliers and others with whom it does business, or its
operating results and business generally; (viii) risks related to
diverting management’s attention from Osiris’ ongoing business
operations; (ix) the risk that stockholder litigation in connection
with the transactions contemplated by the Merger Agreement may
result in significant costs of defense, indemnification and
liability; and (x) other factors discussed in the “Risk Factors”
and the “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” sections of Osiris’ Annual
Report on Form 10-K for the year ended December 31, 2017, filed
with the SEC on March 28, 2018, and risks that may be described in
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and
other filings by Osiris with the SEC. In addition to the risks
described above, other unknown or unpredictable factors also could
affect Osiris’ results. As a result of these factors, we cannot
assure you that the forward-looking statements in this
communication will prove to be accurate. Furthermore, if our
forward-looking statements prove to be inaccurate, the inaccuracy
may be material. In light of the significant uncertainties in these
forward-looking statements, you should not regard these statements
as a representation or warranty by us or any other person that we
will achieve our objectives and plans in any specified time frame,
or at all. The forward-looking statements in this communication
represent our views as of the date of this communication. We
anticipate that subsequent events and developments may cause our
views to change. However, while we may elect to update these
forward-looking statements at some point in the future, we
undertake no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by law. You should, therefore, not
rely on these forward-looking statements as representing our views
as of any date subsequent to the date of this communication. You
should read this communication and the documents that we reference
in this communication completely and with the understanding that
our actual future results may be materially different from what we
expect. We qualify all of our forward-looking statements by these
cautionary statements.
For additional information, please
contact:Diane Savoie Osiris Therapeutics, Inc. (443)
545-1834 OsirisPR@Osiris.com
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