Integra LifeSciences Holdings Corporation (NASDAQ:IART) a leading global medical technology company, today announced it has entered into a definitive agreement to acquire ACell, Inc. (“ACell”) for an upfront cash payment of $300 million at closing, subject to customary purchase price adjustments, and cash payments of up to an additional $100 million upon the achievement of certain revenue growth milestones. ACell is an innovative regenerative medicine company with a product portfolio based on a proprietary porcine urinary bladder matrix platform technology, MatriStem UBM™. The transaction is expected to close in the first quarter of 2021, subject to the satisfaction of customary conditions, including regulatory approvals.
The acquisition of ACell is the next step in the expansion of Integra’s Orthopedics and Tissue Technologies (OTT) segment. Following the completion of the previously announced sale of Integra’s orthopedics business, which is expected to occur in early January, OTT will be referred to as the “Tissue Technologies” segment.
“ACell expands our regenerative capabilities and is complementary to Integra’s existing tissue technologies portfolio,” said Peter Arduini, president and CEO, Integra LifeSciences. “The porcine UBM technology is a strong strategic fit with our human amniotic tissue and bovine-derived engineered collagen and acellular dermal matrices. The acquisition also supports our long-term growth and profitability strategy with a financial profile similar to Integra’s tissue products.”
ACell’s MatriStem UBM technology is designed to enhance the body’s ability to restore natural tissue and minimize scarring. It allows for a wide range of characteristics to be incorporated into devices for specific challenges in wound repair, ranging from strong suturable sheet materials designed for abdominal wall surgery to fine granular materials that conform to complex wound surfaces. Products include MicroMatrix®, a particulate formulation, as well as Cytal® Wound Matrix and Gentrix® Surgical Matrix, both sheet formulations for the management of acute and chronic wounds and reinforcement of soft tissue in certain surgical applications.
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In 2019, ACell generated revenues of $100.8 million, representing 13.0% growth over 2018. Integra expects the financial effects of this transaction to be accretive to revenue growth and adjusted gross margins. The impact to adjusted EBITDA margin and adjusted EPS is expected to be neutral in year one and accretive in year two. The transaction is expected to exceed the Company’s cost of capital by year three.
Integra will host a conference call on Wednesday, December 16, 2020 at 9:00am ET to provide more information regarding the acquisition. The live call is accessible by dialing (800) 263-0877 and using the passcode 7837917. A simultaneous webcast of the call will be available on the Company’s website at www.integralife.com.
A webcast replay of the call can be accessed through the Investor Relations homepage on Integra’s website. A replay of the call will be available until December 26, 2020 by dialing (719) 457-0820 and using passcode 7837917.
Sullivan & Cromwell LLP is acting as legal advisor to Integra.
Cooley LLP is serving as legal advisor and Guggenheim Partners is serving as financial advisor to ACell.
Source: Biospace
