United Therapeutics to acquire Miromatrix Medical

United Therapeutics (UTHR) and Miromatrix Medical (MIRO) announced a definitive agreement for United Therapeutics to acquire Miromatrix. The acquisition of Miromatrix will expand United Therapeutics’ existing complementary platform of organ manufacturing programs. United Therapeutics will commence a tender offer to acquire all outstanding shares of Miromatrix for a purchase price of $3.25 per share in cash at closing, an aggregate of approximately $91M, 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. This transaction is not subject to any financing condition and is expected to close in Q4, subject to customary closing conditions, including the tender of a majority of the outstanding shares of Miromatrix’s common stock. The purchase price payable at closing represents a premium of approximately 170% to the 30-day volume-weighted average trading price of Miromatrix’s common stock ending on October 27. Miromatrix’s Board unanimously recommends that Miromatrix’s stockholders tender their shares in the tender offer.