Orthopedics Co. Offers $190 Million Upfront Merger Consideration Plus Contingent Payments of up to $190 Million

Wright Medical Group, Inc. (NASDAQ: WMGI) registered common stock and contingent value rights, or CVRs, on a Form S-4 dated December 21 (file no. 333-185601) in connection with an agreement and plan of merger whereby BioMimetic Therapeutics, Inc. (NASDAQ: BMTI) will become a wholly owned subsidiary of Wright.  Pursuant to the merger agreement, each BioMimetic common share will be converted into the right to receive an upfront payment of $1.50 in cash and 0.2482 shares of Wright common stock. The upfront payment values BioMimetic at approximately $190 million.

Each BioMimetic share will also receive one tradable CVR, which entitles its holder to receive additional cash payments of up to $6.50 per share, which are payable upon receipt of FDA approval of Augment Bone Graft and upon achieving certain revenue milestones.  Augment Bone Graft is currently being marketed as an alternative to autograft procedures in Canada for foot and ankle fusions, in Australia and New Zealand for hindfoot and ankle fusions and has a PMA application pending before the FDA for hindfoot and ankle fusion indications.

Any contingent milestone payments will be paid in cash.  The CVR payments to BioMimetic shareholders are structured as follows:

• $3.50 per share upon FDA approval of Augment Bone Graft;
• $1.50 per share upon the achievement of $40 million in trailing twelve month sales for all products contributed by BioMimetic;
• $1.50 per share upon the achievement of $70 million in trailing twelve month sales for all products contributed by BioMimetic.

The latter two sales milestone payments cannot be made sooner than 24 and 36 months post-closing of the transaction, respectively.

 

The mix of cash and stock consideration is subject to adjustment, if necessary, under the merger agreement in relation to certain provisions of the NASDAQ Marketplace Rules.  Wright has agreed to use its reasonable best efforts to cause the CVRs to be approved for listing on The NASDAQ Global Select Market or The NASDAQ Global Market.  The legality of the CVRs and the shares of common stock to be issued pursuant to the merger will be passed upon for Wright by Wilson Sonsini Goodrich & Rosati.  Ropes & Gray has served as BioMimetic’s legal advisors.