Artivion Amends Agreements with Endospan
Provides Endospan with
Upfront Payment Associated with Purchase Option Reduced to
-
Artivion will provide additional loans to Endospan of up to$25 million in three tranches and anticipates funding the loans with free cash flow; - The upfront payment associated with the purchase option is reduced from
$250 million to$175 million , resulting in an upfront acquisition purchase price of$135 million , inclusive of loan off-set; and - The
$100 million minimum payout for the earnout is eliminated.
Endospan has developed NEXUS, the first and only approved branched endovascular system to treat aortic arch disease, including both aortic aneurysms and dissections. While minimally invasive endovascular repair has been the standard of care for Abdominal Aortic Aneurysm (AAA) and Thoracic Aortic Aneurysms (TAA), aortic arch disease patients with aneurysms or dissections who receive treatment have previously had little choice but to undergo open-chest surgery with its associated invasiveness and risks, lengthy hospitalizations, and prolonged recuperation. NEXUS transforms a complex surgical aortic arch repair into a minimally invasive endovascular procedure and stands to address an annual global addressable market opportunity of
"Based on our experience with NEXUS in
Terms of the Amendments
Under the terms of the amended Endospan credit facility,
If
The amendments to the credit facility and Securities Purchase Option Agreement have been approved by both companies' boards of directors and Endospan's Security Holders. There were no changes to the parties existing Exclusive Distribution Agreement. The purchase obligations of the Securities Purchase Option Agreement will become effective if, and only when,
Financial Commentary
The Company does not anticipate the amended agreement with Endospan to have a material impact on its full-year 2024 financial guidance.
About
Headquartered in suburban
About
Privately held Endospan, headquartered in Herzlia (
Forward Looking Statements
Statements made in this press release and the accompanying presentation that look forward in time or that express management's beliefs, expectations, or hope are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect the views of management at the time such statements are made. These statements include those regarding our estimates for the total addressable annual global market for the NEXUS technology; and our beliefs that we
continue to see a significant global opportunity for the NEXUS technology and expect that it will further solidify our position as a global leader in aortic repair; we view our revised credit facility and option purchase agreements
with Endospan as an investment in the next frontier of aortic arch surgery; and we believe that should we exercise our option to acquire Endospan, we will be able to meaningfully expand our total addressable market at that time on terms more favorable than existed prior to these amendments. These forward-looking statements are subject to a number of risks, uncertainties, estimates, and assumptions that may cause actual results to differ materially from current expectations. These risks and uncertainties include but are not limited to the risks that the TRIOMPHE clinical trial may not be completed or may fail, may not reach its endpoints, or may be completed on timeframes different than anticipated; that PMA approval for NEXUS may be not achieved at all or on the time frames anticipated or that there be developments in technology by competitors that reduce the total addressable market for the NEXUS technology. These risks and uncertainties include the risk factors detailed in our
Contacts: |
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Executive Vice President & Chief Financial Officer |
Phone: 332-895-3222 |
Phone: 770-419-3355 |
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