United Therapeutics and Miromatrix Medical Announce Completion of Tender Offer and Merger

United Therapeutics Corporation (Nasdaq: UTHR) and Miromatrix Medical Inc. (Nasdaq: MIRO) announced today that United Therapeutics, through its wholly owned subsidiary Morpheus Subsidiary Inc. (“Merger Sub”), has successfully completed the previously announced tender offer 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, 22,876,102 shares of Miromatrix common stock (not including 39,582 shares tendered but not received pursuant to guaranteed delivery procedures as of the expiration) were validly tendered, and not validly withdrawn, representing approximately 83% of the issued and outstanding shares of Miromatrix common stock. All conditions of the tender offer were satisfied or waived and all shares validly tendered and not validly withdrawn were accepted for payment.

Following the closing of the tender offer, Merger Sub merged with and into Miromatrix, Miromatrix became a wholly owned subsidiary of United Therapeutics, and all shares of Miromatrix common stock that had not been validly tendered were converted into the right to receive the consideration paid in the tender offer. Shares of Miromatrix common stock ceased trading on Nasdaq, and United Therapeutics intends promptly to cause such shares to be delisted.

Gibson, Dunn & Crutcher LLP acted as legal counsel for United Therapeutics. For Miromatrix, Piper Sandler & Co. acted 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.