Bioventus Agrees to $350m Potential Liability Reduction, Release of Future Claims from Acquisition

  Bioventus Inc. (Nasdaq: BVS) (“Bioventus” or the “Company”), a global leader in innovations for active healing, announced today that it has entered into a Settlement Agreement (the “Settlement Agreement”) with the former CartiHeal shareholders (the “CartiHeal Sellers”) regarding the Company’s obligations under the amended Option and Equity Purchase Agreement for its prior acquisition of CartiHeal (the “Amended Acquisition Agreement”).

The Settlement Agreement provides the Company with the option to eliminate the entirety of $350 million of deferred purchase price obligations plus accrued interest under the Amended Acquisition Agreement (which is comprised of $215 million of Post-Closing Tranches and a $135 million Sales Milestone payment, if applicable, each as defined in the Amended Acquisition Agreement, plus any applicable interest). The Settlement Agreement also releases the Company from any and all future claims or obligations by or to the CartiHeal Sellers that may have arisen under the Amended Acquisition Agreement.

The Company has been granted a 30-day period in which it may evaluate options to fund the remaining obligations under the Amended Acquisition Agreement in order to retain CartiHeal. Funding options will only be pursued by the Company on an opportunistic basis, on terms that the Company believes would be favorable to its stakeholders. If the Company does not obtain funding sufficient to satisfy the $215 million of Post-Closing Tranche obligations, plus any applicable interest, under the Amended Purchase Agreement by the expiration of the 30-day period, the Company has agreed to transfer ownership of CartiHeal to the CartiHeal Sellers. In addition, during the 30-day period, the CartiHeal shares have been transferred to a trust for the benefit of the CartiHeal Sellers.

In exchange for the release of the Company’s obligations and the 30-day period, the Company agreed to pay the CartiHeal Sellers $10,000,000 in cash as well as $150,000 in a non-refundable expense reimbursement payment. The Company will also have the option to exercise up to two extension periods of 15 days each in exchange for an additional $5,000,000 payment per extension.

https://finance.yahoo.com/news/bioventus-enters-settlement-agreement-preserve-123000179.html