United Therapeutics and Miromatrix Medical Announce Successful Tender Offer

United Therapeutics Corporation (Nasdaq: UTHR) and Miromatrix Medical Inc. (Nasdaq: MIRO) announced today the results of the previously announced tender offer by Morpheus Subsidiary Inc. (“Merger Sub”), a wholly owned subsidiary of United Therapeutics, to acquire all outstanding shares of Miromatrix for a purchase price of $3.25 per share in cash at closing and an additional $1.75 per share in cash upon the achievement of a clinical development milestone related to Miromatrix’s development-stage, fully-implantable manufactured kidney product known as mirokidney by December 31, 2025.

The tender offer expired at one minute after 11:59 p.m., New York City time, on December 11, 2023. Continental Stock Transfer & Trust Company, the depositary and paying agent for the tender offer, has indicated that, as of the expiration, shares representing more than a majority of the issued and outstanding Miromatrix common stock were validly tendered and received, and not validly withdrawn. Merger Sub expects to accept for purchase all shares validly tendered and not validly withdrawn in the tender offer and to promptly pay for such shares in accordance with the terms of the offer.

As previously announced, Merger Sub will be merged with and into Miromatrix without the need for a vote of Miromatrix’s stockholders. As a result of the merger, all shares of Miromatrix common stock that were not validly tendered will be converted into the right to receive the consideration paid in the tender offer (other than shares held by stockholders who properly exercise appraisal rights). After the merger, Miromatrix will be a wholly owned subsidiary of United Therapeutics, shares of Miromatrix common stock will cease to be traded on Nasdaq, and United Therapeutics intends promptly to cause such shares to be delisted. The parties expect to complete the merger on Wednesday, December 13, 2023.

Gibson, Dunn & Crutcher LLP is acting as legal counsel for United Therapeutics. For Miromatrix, Piper Sandler is acting as lead financial advisor and Faegre Drinker Biddle & Reath LLP as legal counsel. Craig-Hallum Capital Group LLC also acted as financial advisor to Miromatrix.

United Therapeutics: Enabling Inspiration

At United Therapeutics, our vision and mission are one. We use our enthusiasm, creativity, and persistence to innovate for the unmet medical needs of our patients and to benefit our other stakeholders. We are bold and unconventional. We have fun; we do good. We are the first publicly traded biotech or pharmaceutical company to take the form of a public benefit corporation. Our public benefit purpose is to provide a brighter future for patients through the development of novel pharmaceutical therapies; and technologies that expand the availability of transplantable organs.