M&A - SURMODICS INC

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Form Type: 8-K

Filing Date: 2025-03-07

Corporate Action: Merger

Type: Update

Accession Number: 000119312525048719

Filing Summary: Surmodics, Inc. reported on March 6, 2025, that it entered into a Merger Agreement with BCE Parent, LLC and BCE Merger Sub, Inc. Under this agreement, Merger Sub will merge with Surmodics, making Surmodics a wholly owned subsidiary of Parent. However, the U.S. Federal Trade Commission filed a complaint seeking to enjoin the Merger on the same day, resulting in Surmodics issuing a press release in response. The filing details potential risks associated with the Merger, including the possibility of litigation with the FTC and the impacts on Surmodics' operations and stock price. It warns that if the Merger does not proceed, Surmodics could face significant negative consequences.

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Additional details:

Merger Agreement Date: 2024-05-28


Merger Sub Name: BCE Merger Sub, Inc.


Parent Company: BCE Parent, LLC


State Of Incorporation: Delaware


Business Incorporation: Minnesota


Press Release Date: 2025-03-06


Litigation With Ftc: yes


Form Type: 10-Q

Filing Date: 2025-01-30

Corporate Action: Merger

Type: Update

Accession Number: 000095017025010806

Filing Summary: Surmodics, Inc. has filed its quarterly report for the period ended December 31, 2024. The report reflects a merger agreement entered into on May 28, 2024, in which Surmodics will be acquired by BCE Parent, LLC for $43.00 per share in cash. The financial results indicate a net loss of $3.651 million and comprehensive loss of $7.668 million for the quarter. Total assets decreased from $178.562 million to $163.740 million, primarily due to declines in cash and cash equivalents and inventories. Additionally, there was a decrease in stockholders' equity, reflecting a decline from $118.897 million to $111.769 million. The company reported total revenue of $29.922 million, a slight decrease compared to the previous year, with significant contributors being product sales and royalties. Key financial ratios and operational insights show ongoing challenges, including increased operating expenses that surpassed total revenue. The report includes the status of various accounting standards updates and their potential impacts going forward. Overall, the report underscores the financial health and future considerations of Surmodics amidst its merger activities.

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Additional details:

Shares Outstanding: 14295998


Loss Per Share Basic: 0.26


Loss Per Share Diluted: 0.26


Total Assets: 163740


Total Liabilities: 51971


Stockholders Equity: 111769


Revenues: 29922


Net Income Loss: -3651


Cash And Cash Equivalents: 30145


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