PRINCETON, N.J.--(BUSINESS WIRE)--Derma Sciences, Inc. (Nasdaq: DSCI), a tissue regeneration company focused on advanced wound and burn care, today announced that it has signed a definitive agreement whereby Derma Sciences will be acquired by Integra LifeSciences Holdings Corporation (Nasdaq: IART) for $7.00 per share of common stock in cash, or a total of approximately $204 million, and $32.00 per share for its outstanding shares of Series A Convertible Preferred Stock and $48.00 per share for its Series B Convertible Preferred Stock, reflecting the stated value of such preferred stock in each case. The purchase price reflects a 40% premium to the share price as of the market close on January 10, 2017 and a 45% premium to the 30-day volume-weighted average share price of $4.83. Integra will also assume the contingent liabilities related to the BioD transaction, including the product regulatory milestone payment and both the 2017 and 2018 growth earn-out payments. The transaction, which has been approved by the boards of directors of both companies, is expected to close in the first quarter of 2017.
The combination:
- Expands Integra’s regenerative technology capabilities and accelerates its advanced wound care strategy with the addition of amniotic tissue-based products
- Leverages its existing sales channel with the addition of a complementary line of advanced wound care products
“Along with the rest of our Board of Directors, I am pleased that Integra LifeSciences, a global leader in medical technologies, has recognized the tremendous assets created by the Derma Sciences’ team. Our portfolio of advanced wound care and regenerative tissue products and demonstrated growth potential enabled us to finalize this transaction and provide substantial and certain value to our shareholders,” said Stephen T. Wills, Executive Chairman and Interim Principal Executive Officer of Derma Sciences. “Both Integra and Derma have a significant commitment to tissue regeneration, wound care and patient care. Derma’s portfolio of biologics and advanced wound care products are a natural extension of Integra’s business, and with Integra’s global presence, our products will reach a much larger and broader set of clinicians and patients.”
Under the terms of the merger agreement, a subsidiary of Integra LifeSciences will commence a cash tender offer to purchase all of the outstanding shares of the capital stock of Derma Sciences, including its common stock, Series A Convertible Preferred Stock and Series B Convertible Preferred Stock. The closing of the tender offer is subject to customary closing conditions, including U.S. antitrust clearance and the tender of a majority of the outstanding shares of Derma Sciences common stock and preferred stock. The merger agreement contemplates that Integra LifeSciences will acquire any shares of the capital stock of Derma Sciences that are not tendered into the tender offer through a second-step merger, which will be completed as soon as practicable following the closing of the tender offer. Pending approvals, Derma Sciences anticipates closing the transaction in the first quarter of 2017.
Greenhill & Co., LLC served as financial advisor and Thompson Hine LLP served as legal advisor to Derma Sciences. BofA Merrill Lynch served as financial advisor and Latham & Watkins LLP served as legal counsel to Integra.
Separately, Derma Sciences is providing the following preliminary financial results for 2016.
For the year ended December 31, 2016
Preliminary GAAP 2016, which includes BioD net sales since August 5, 2016 and excludes First Aid Division (FAD) sales for 2016:
- Net sales of $82.4 million, compared with prior guidance of $81.6 million
- Representing growth of $14.6 million or 21.5% compared with net sales of $67.8 million for 2015
- Advanced Wound Care (AWC) net sales of $57.6 million, compared with prior guidance of $56.8 million
- Representing growth of 37.8% compared with net sales of $41.8 million for 2015
- Traditional Wound Care (TWC) net sales of $24.8 million, unchanged from prior guidance
- Representing a decline of 4.6% compared with net sales of $26.0 million for 2015
For the fourth quarter ended December 31, 2016
Preliminary GAAP fourth quarter 2016:
- Net sales of $26.9 million
- Representing growth of $10.7 million or 66.6%, compared with net sales of $16.2 million for the fourth quarter of 2015
- AWC net sales of $20.3 million
- Representing growth of 95.6% compared with net sales of $10.4 million for the fourth quarter of 2015
- TWC net sales of $6.6 million
- Representing an increase of 14.6% compared with net sales of $5.8 million for the fourth quarter of 2015
About Derma Sciences, Inc.
Derma Sciences is a tissue regeneration company focused on advanced wound and burn care. It is engaged in the development and commercialization of novel proprietary regenerative products derived from placental/birth tissues for use in a broad range of clinical applications including the treatment of complex chronic wounds, acute wounds and localized areas of injury or inflammation, in addition to filling soft tissue defects or voids. The Company also markets TCC-EZ®, a gold-standard total contact casting system for diabetic foot ulcers. Derma Sciences’ MEDIHONEY® product line is the leading brand of honey-based dressings for the management of wounds and burns. The product has been shown in clinical studies to be effective in a variety of indications. Other novel products introduced into the $14 billion global wound care market include XTRASORB® for better management of wound exudate, and BIOGUARD® for barrier protection against microbes and other contaminants. The Company also offers a full product line of traditional dressings. For more information, please visit www.dermasciences.com.
