Bioventus Completes the Acquisition of Misonix

DURHAM, NC – October 29, 2021 – Bioventus Inc. (Nasdaq: BVS) (“Bioventus” or the “Company”), a global leader in innovations for active healing, has completed the acquisition of Misonix, Inc. (“Misonix”), a provider of minimally invasive therapeutic ultrasonic technologies and regenerative medicine that are designed to enhance clinical outcomes, for cash and common stock. Pursuant to the terms of the merger agreement, Misonix has become a wholly owned subsidiary of Bioventus.

As of the effective time of the transaction, Misonix stockholders have the right to receive either (i) 1.6839 shares of Bioventus class A common stock or (ii) $28.00 in cash, without interest, for each share of Misonix common stock they hold, subject to proration based on an aggregate maximum cash amount payable by Bioventus equal to $10.50 per share of Misonix common stock outstanding shortly prior to the completion of the transaction.

The completed transaction creates a high growth medical device company that will conduct business as Bioventus Inc. With a $15B total addressable market and the ability to gain significant market share across multiple surgical applications as well as wound healing the combined organization can deliver consistent double digit revenue growth. The acquisition is directly aligned with Bioventus’ mission of delivering innovations for active healing to patients and providers. The deal also furthers the Company’s strategy of accelerated revenue growth through acquisitions that leverage the Company’s existing infrastructure.  Together the Company will have a significant sales force focused across surgical applications in spinal fusion, neurosurgery of the cranium and wound treatments including diabetic foot ulcers.

“The commercial reach of the new Bioventus is significantly broader, deeper and even more global. The acquisition has significant revenue growth opportunities via sales call point synergies that we share with Misonix including spinal and lower extremity surgeons. We expect it will accelerate the adoption of the recently launched neXus® platform used to facilitate ultrasonic procedures across spinal decompressions using the BoneScalpel®, SonaStar® for tumor ablation in the cranium and SonicOne® for tissue debridement in chronic wounds. Leading wound products including TheraSkin® will now be available to the entire customer continuum from the office to the wound centers,” said Ken Reali, CEO, Bioventus. “The combination with Misonix allows us to go deeper with our customer base leveraging our infrastructure and benefiting patients, physicians, surgeons as well as our more than 1,200 employees worldwide.”

Governance
Stavros Vizirgianakis and Patrick Beyer, each of whom were members of Misonix’s Board of Directors, have joined the Bioventus Board of Directors as of the closing of the transaction.

About Bioventus
Bioventus delivers clinically proven, cost-effective products that help people heal quickly and safely. Its mission is to make a difference by helping patients resume and enjoy active lives. The Innovations for Active Healing from Bioventus include offerings for pain treatment, restorative therapies and surgical solutions. Built on a commitment to high quality standards, evidence-based medicine and strong ethical behavior, Bioventus is a trusted partner for physicians worldwide. For more information, visit www.bioventus.com, and follow the Company on LinkedIn and Twitter. Bioventus and the Bioventus logo, are registered trademarks of Bioventus LLC. BoneScalpel, SonaStar, SonicOne and neXus are registered trademarks of Misonix, Inc. TheraSkin® is a registered trademark of Soluble Systems, LLC.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements concerning Bioventus’s future growth and strategy and the benefits of the Misonix acquisition. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Factors that could cause actual results to differ materially from those contemplated in this press release include, but are not limited to, the adverse impacts on our business as a result of the COVID-19 pandemic; our dependence on a limited number of products; our ability to develop, acquire and commercialize new products, line extensions or expanded indications; the continued and future acceptance of our existing portfolio of products and any new products, line extensions or expanded indications by physicians, patients, third-party payers and others in the medical community; our ability to differentiate the hyaluronic acid (“HA”) viscosupplementation therapies we own or distribute from alternative therapies for the treatment of osteoarthritic; the proposed down-classification of non-invasive bone growth stimulators, including our Exogen system, by the U.S. Food and Drug Administration (“FDA”); our ability to achieve and maintain adequate levels of coverage and/or reimbursement for our products, the procedures using our products, or any future products we may seek to commercialize; our ability to recognize the benefits of our investments; our ability to complete acquisitions or successfully integrate new businesses, products or technologies in a cost-effective and non-disruptive manner, including the Misonix acquisition; competition against other companies; the negative impact on our ability to market our HA products due to the reclassification of HA products from medical devices to drugs in the United States by the FDA; our ability to attract, retain and motivate our senior management and qualified personnel; our ability to continue to research, develop and manufacture our products if our facilities are damaged or become inoperable; failure to comply with the extensive government regulations related to our products and operations; enforcement actions if we engage in improper claims submission practices or in improper marketing or promotion of our products; the FDA regulatory process and our ability to obtain and maintain required regulatory clearances and approvals; failure to comply with the government regulations that apply to our human cells, tissues and cellular or tissue-based products; the clinical studies of any of our future products that do not product results necessary to support regulatory clearance or approval in the United States or elsewhere; and the other risks identified in the Risk Factors section of the Company’s public filings with the Securities and Exchange Commission (“SEC”), including Bioventus’s Annual Report on Form 10-K for the period ended December 31, 2020, as updated by Bioventus’s Quarterly Report on Form 10-Q for the period ended July 3, 2021 and as such factors may be updated from time to time in Bioventus’ other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov and the Investor Relations page of Bioventus’ website at ir.bioventus.com. Except to the extent required by law, the Company undertakes no obligation to update or review any estimate, projection, or forward-looking statement. Actual results may differ from those set forth in this press release due to the risks and uncertainties inherent in the Company’s business.

 

Investor Inquiries:
Dave Crawford
Bioventus
919-474-6787
[email protected]


Bioventus to Release Third Quarter of Fiscal Year 2021 Financial Results on November 9, 2021

DURHAM, NC – October 27, 2021 – Bioventus Inc. (Nasdaq: BVS) (“Bioventus” or the “Company”), a global leader in innovations for active healing, today announced that third quarter of fiscal year 2021 financial results will be released before the market opens on Tuesday, November 9, 2021.

Management will host a conference call to discuss its financial results and provide a business update, with a question and answer session, at 8:30 a.m. Eastern Time on November 9, 2021. Those who would like to participate may dial 844-945-2085 (442-268-1266 for international callers) and provide access code 9652759. A live webcast of the call and any accompanying materials will also be provided on the investor relations section of the Company’s website at https://ir.bioventus.com/.

The webcast will be archived on the Company’s website at https://ir.bioventus.com/ and available for replay until November 9, 2022.

About Bioventus
Bioventus delivers clinically proven, cost-effective products that help people heal quickly and safely. Its mission is to make a difference by helping patients resume and enjoy active lives. The Innovations for Active Healing from Bioventus include offerings for pain treatment, restorative therapies and bone graft substitutes. Built on a commitment to high quality standards, evidence-based medicine and strong ethical behavior, Bioventus is a trusted partner for physicians worldwide. For more information, visit www.bioventus.com, and follow the Company on LinkedIn and Twitter. Bioventus and the Bioventus logo are registered trademarks of Bioventus LLC.

Investor Inquiries:
Dave Crawford
919-474-6787
[email protected]

 


Bioventus and Misonix Stockholders Approve the Acquisition of Misonix by Bioventus

DURHAM, NC and FARMINGDALE, NY – October 26, 2021 – Bioventus Inc. (Nasdaq: BVS) (“Bioventus” or the “Company”), a global leader in innovations for active healing, and Misonix, Inc. (Nasdaq: MSON) (“Misonix”), a provider of minimally invasive therapeutic ultrasonic technologies and regenerative medicine that enhance clinical outcomes, today announced that the stockholders of Bioventus approved the issuance of shares of Bioventus class A common stock to the stockholders of Misonix in connection with the previously announced Agreement and Plan of Merger, dated July 29, 2021, by and among Bioventus, Misonix and other parties thereto, pursuant to which Misonix will be acquired by, and become a wholly-owned subsidiary of, Bioventus (the “Merger Agreement”) and the stockholders of Misonix have approved the proposal to adopt the Merger Agreement.

Detailed information regarding the voting results was made available by Bioventus and Misonix in a Form 8-K filed with the US Securities and Exchange Commission (“SEC”) on October 26, 2021, respectively.

“We are pleased by the outcome of today’s vote and thank our stockholders for supporting the acquisition,” said Ken Reali, Chief Executive Officer, Bioventus. “The combination with Misonix creates significant value and provides a deeper global portfolio of pain treatments, restorative therapies and surgical solutions for patients. We are excited to welcome the Misonix team to Bioventus.”

“We are excited about our progress in completing the transaction that will drive long term value for Misonix shareholders and look forward to closing,” said Stavros Vizirgianakis, Chief Executive Officer of Misonix.

Under the terms and subject to the conditions set forth in the Merger Agreement, Misonix stockholders will receive either (i) 1.6839 shares of Bioventus class A common stock or (ii) $28.00 in cash, without interest, for each share of Misonix common stock they hold, subject to proration based on an aggregate maximum cash amount payable by Bioventus equal to $10.50 per share of Misonix common stock outstanding shortly prior to the completion of the transaction.

The aggregate share consideration to Misonix stockholders is expected to represent approximately 25% of the combined company on a fully-diluted basis. The aggregate per-share value for Misonix represents approximately a 25% premium to Misonix’s 30-day VWAP as of July 27, 2021, two trading days prior to the entry by Bioventus and Misonix into the Merger Agreement. Subject to the satisfaction of customary closing conditions, the acquisition is expected to close on or around October 29, 2021.

About Bioventus
Bioventus delivers clinically proven, cost-effective products that help people heal quickly and safely. Its mission is to make a difference by helping patients resume and enjoy active lives. The Innovations for Active Healing from Bioventus include offerings for pain treatment, restorative therapies and bone graft substitutes. Built on a commitment to high quality standards, evidence-based medicine and strong ethical behavior, Bioventus is a trusted partner for physicians worldwide. For more information, visit www.bioventus.com and follow the Company on LinkedIn and Twitter. Bioventus and the Bioventus logo are registered trademarks of Bioventus LLC.

About Misonix
Misonix, Inc. (Nasdaq: MSON) is a provider of minimally invasive therapeutic ultrasonic medical devices and regenerative tissue products. Its surgical team markets and sells BoneScalpel and SonaStar, which facilitate precise bone sculpting and removal of soft and hard tumors and tissue, primarily in the areas of neurosurgery, orthopedic, plastic and maxillo-facial surgery. Misonix’ wound team markets and sells TheraSkin, Therion, TheraGenesis and SonicOne to debride, treat and heal chronic and traumatic wounds in inpatient, outpatient and physician office sites of service. At Misonix, Better Matters! That is why throughout Misonix’ history, Misonix has maintained its commitment to medical technology innovation and the development of products that radically improve outcomes for patients. Additional information is available on the Misonix’ web site at www.misonix.com.

Forward-Looking Statements
Certain statements contained in this press release may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the benefits to Bioventus of the Misonix acquisition, the expected closing of the acquisition and integration plans. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they are made, and Misonix undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (1) conditions to the closing of the transaction may not be satisfied; (2) the transaction may involve unexpected costs, liabilities or delays; (3) the respective businesses of Bioventus and Misonix may suffer as a result of uncertainty surrounding the transaction; (4) the outcome of any legal proceedings related to the transaction; (5) Bioventus and Misonix may be adversely affected by other economic, business, and/or competitive factors; (6) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (7) the effect of the announcement of the transaction on the ability of Bioventus or Misonix to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom Bioventus or Misonix does business, or on Bioventus’ or Misonix’s operating results and business generally; and (8) other risks to consummation of the transaction, including the risk that the transaction will not be consummated within the expected time period or at all. Additional factors that may affect the future results of Bioventus and Misonix are set forth in their respective filings with the SEC, including Bioventus’ most recent Form S-4 and definitive proxy statement filed with Rule 424(b)(3) prospectus, Misonix’s most recent definitive proxy statement, each of Bioventus’ and Misonix’s most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on the SEC’s website at www.sec.gov, specifically under the heading “Risk Factors.” The risks and uncertainties described above and in Bioventus’ most recent Quarterly Report on Form 10-Q and Misonix’s most recent Quarterly Report on Form 10-Q are not exclusive and further information concerning Bioventus and Misonix and their respective businesses, including factors that potentially could materially affect their respective businesses, financial condition or operating results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these forward-looking statements, and not to place undue reliance on any forward-looking statements. Readers should also carefully review the risk factors described in other documents that Bioventus and Misonix file from time to time with the SEC. The forward-looking statements in these materials speak only as of the date of these materials. Except as required by law, Bioventus and Misonix assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

 

Bioventus Investor Inquiries:
Dave Crawford
Bioventus
919-474-6787
[email protected]

Misonix Contact:
Joe Dwyer
Chief Financial Officer
Misonix, Inc.
631-927-9113


Bioventus Inc. and Misonix, Inc. Announce Election Deadline of 5:00 p.m. New York City Time, on October 25, 2021 for Misonix Stockholders to Elect Form of Merger Consideration

DURHAM, NC and FARMINGDALE, NY – October 18, 2021Bioventus Inc. (Nasdaq: BVS) and Misonix, Inc. (Nasdaq: MSON) (“Misonix”), today announced an election deadline of 5:00 p.m., New York City Time, on October 25, 2021 (the “Election Deadline”) for stockholders of Misonix to elect the form of consideration they wish to receive for their shares of Misonix common stock in connection with the proposed merger of Oyster Merger Sub I, Inc., a newly-formed, wholly-owned subsidiary of Bioventus (“Merger Sub I”), with and into Misonix, immediately followed by the merger of Misonix with and into Oyster Merger Sub II, LLC, another newly-formed, wholly-owned subsidiary of Bioventus (“Merger Sub II”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 29, 2021, by and among Bioventus, Merger Sub I, Merger Sub II and Misonix (the “Mergers”). If the Election Deadline is delayed or extended for any reason, Bioventus and Misonix will promptly announce the delay and, when determined, the rescheduled Election Deadline.

As previously announced, as a result of the Mergers, each share of Misonix common stock outstanding at the effective time of the Mergers will be converted into the right to receive 1.6839 shares of Bioventus class A common stock (“stock consideration”) or $28.00 in cash (“cash consideration”), subject to proration and reallocation as described in the Merger Agreement and the Joint Proxy Statement/Prospectus (for more information on the Joint Proxy Statement/Prospectus, see “Additional Information and Where to Find It” below).  Misonix stockholders are entitled to elect whether they wish to receive (a) the stock consideration for all of their shares of Misonix common stock, (b) the cash consideration for all of their shares of Misonix common stock, (c) the cash consideration for some shares of Misonix common stock and the stock consideration for the other shares of Misonix common stock or (d) make no election with respect to all of the shares of Misonix common stock held, subject in each case, to proration and reallocation as described in the Merger Agreement and the Joint Proxy Statement/Prospectus.

Record holders of Misonix common stock should have already received a Letter of Election and Transmittal, which permits the stockholder to make an election as to the type of merger consideration.  Record holders are reminded that if they wish to make an effective election, they must complete and return their Letter of Election and Transmittal, along with their stock certificate(s) (if any) and any other documents noted in the instructions to the Letter of Election and Transmittal, to American Stock Transfer & Trust Company, LLC, the Exchange Agent, no later than the Election Deadline, which is 5:00 p.m., New York City time, on October 25, 2021.

Misonix stockholders who hold their shares in “street name” through a bank, brokerage firm or other nominee (including through The Depository Trust Company), should have received instructions from the bank, brokerage firm or other nominee that is holding their shares of Misonix common stock with instructions for making elections. Election forms must be returned to the broker, bank or nominee in time for it to respond prior to the Election Deadline, therefore, applicable Misonix stockholders are encouraged to pay close attention to, and abide by, any election deadlines provided by the bank, brokerage firm or other nominee holding their shares, as that deadline may be earlier than the Election Deadline described above. Misonix stockholders who have no received these instructions are encouraged to contact the bank, brokerage firm or other nominee holding their shares of Misonix common stock as soon as possible.

Misonix stockholders who do not submit a valid election by the Election Deadline (or who submit a valid election indicating no election), will be deemed to have made no election and will therefore receive the cash consideration or the stock consideration or a combination of both, depending on the elections made by other Misonix stockholders (as described in the Joint Proxy Statement/Prospectus on pages 137-138 under the section entitled “The Merger—Merger Consideration—Proration and Reallocation”).

Misonix stockholders who have questions or need assistance to complete and return the Letter of Election and Transmittal or who want additional copies of the Letter of Election and Transmittal, should contact the Information Agent, D.F. King & Co., Inc. as follows:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Banks & Brokers May Call: (212) 269-5550
All Others Call Toll-Free: (800) 431-9645
Email: [email protected]

A special meeting of the stockholders of Misonix is being held at Misonix’s corporate offices, located at 1938 New Highway, Farmingdale, NY 11735 on October 26, 2021, beginning at 10:00 a.m., Eastern Time for purposes of considering and voting on a proposal to adopt the Merger Agreement. Misonix stockholders who have questions about how to vote or direct a vote in respect of their shares of Misonix common stock at the special meeting of the Misonix stockholders, please contact, MacKenzie Partners, Inc., Misonix’s proxy solicitor, by telephone toll-free at 1-800-322-2885, Monday through Friday (except bank holidays), between 8:00 a.m. and 8:00 p.m., Eastern time, or by email at [email protected]

Misonix stockholders who have any questions about the Merger or the Merger Agreement should contact Misonix at [email protected] or write to Misonix, Inc., Attn: Secretary, at its principal executive offices at 1938 New Highway, Farmingdale, New York 11735.

About Bioventus
Bioventus delivers clinically proven, cost-effective products that help people heal quickly and safely. Its mission is to make a difference by helping patients resume and enjoy active lives. The Innovations for Active Healing from Bioventus include offerings for pain treatment & joint preservation, restorative therapies and bone graft substitutes. Built on a commitment to high quality standards, evidence-based medicine and strong ethical behavior, Bioventus is a trusted partner for physicians worldwide. For more information, visit www.bioventus.com, and follow the Company on LinkedIn and Twitter. Bioventus and the Bioventus logo, are registered trademarks of Bioventus LLC.

About Misonix
Misonix, Inc. (Nasdaq: MSON) is a provider of minimally invasive therapeutic ultrasonic medical devices and regenerative tissue products. Its surgical team markets and sells BoneScalpel and SonaStar, which facilitate precise bone sculpting and removal of soft and hard tumors and tissue, primarily in the areas of neurosurgery, orthopedic, plastic and maxillo-facial surgery. Misonix’ wound team markets and sells TheraSkin, Therion, TheraGenesis and SonicOne to debride, treat and heal chronic and traumatic wounds in inpatient, outpatient and physician office sites of service. At Misonix, Better Matters! That is why throughout Misonix’ history, Misonix has maintained its commitment to medical technology innovation and the development of products that radically improve outcomes for patients. Additional information is available on the Misonix’ web site at www.misonix.com.

Additional Information and Where to Find It
In connection with the proposed transaction, the Joint Proxy Statement/Prospectus was filed on Form S-4 by Bioventus with the Commission on September 8, 2021 (as amended from time to time, the “Form S-4”), and amended by that Amendment No. 1 to Form S-4, filed by Bioventus with the Commission on September 22, 2021, and filed on Schedule 14A by Misonix with the Commission on September 24, 2021, each of which include a preliminary proxy statement for the stockholders of Bioventus and Misonix. After the Form S-4 was declared effective by the Commission, Bioventus and Misonix mailed or otherwise provided the Joint Proxy Statement/Prospective and other relevant documents in connection with the proposed transaction to their respective stockholders. Before making a voting decision, Bioventus’ and Misonix’s stockholders are urged to read the Joint Proxy Statement/Prospectus and any other documents filed by each of Bioventus and Misonix with the Commission in connection with the proposed transaction or incorporated by reference therein carefully and in their entirety when they become available because they will contain important information about Bioventus, Misonix and the proposed transactions. Investors and stockholders may obtain a free copy of these materials and other documents filed by Bioventus and Misonix with the Commission at the Commission’s website at www.sec.gov, at Bioventus’ website at www.bioventus.com, at Misonix’s website at www.misonix.com or by sending a written request to Bioventus at 4721 Emperor Boulevard, Suite 100 Durham, North Carolina 27703, Attention: Investor Relations or by telephone at (919) 474-6700. The documents filed by Misonix with the Commission may be obtained free of charge at Misonix’s website at www.misonix.com or at the Commission’s website at www.sec.gov. These documents may also be obtained free of charge from Misonix by requesting them by mail at Misonix, Inc., 1938 New Highway, Farmingdale, New York 11735, Attention: Investor Relations, or by telephone at (631) 694-9555.

Participants in the Solicitation
This document does not constitute a solicitation of a proxy, an offer to purchase or a solicitation of an offer to sell any securities. There will be no sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Bioventus and Misonix and their respective directors, executive officers and certain other members of management and employees may be deemed to be participants in soliciting proxies from their respective stockholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the Commission, be considered to be participants in the solicitation of Bioventus’ and Misonix’s stockholders, respectively, in connection with the proposed transaction is set forth in the Form S-4 if and Bioventus and Misonix. Security holders may obtain information regarding the names, affiliations and interests of Bioventus’ directors and officers in Bioventus’ Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the Commission on March 26, 2021. Security holders may obtain information regarding the names, affiliations and interests of Misonix’s directors and officers in Misonix’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021, which was filed with the Commission on September 2, 2021. To the extent the holdings of Bioventus securities by Bioventus’ directors and executive officers or the holdings of Misonix’s securities by Misonix’s directors and executive officers have changed since the amounts set forth in Bioventus’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 or Misonix’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021, respectively, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the Commission. Additional information regarding these individuals and any direct or indirect interests they may have in the proposed transaction is set forth in the Form S-4, at Bioventus’ website at www.bioventus.com and at Misonix’s website at www.misonix.com.

Forward-Looking Statements
Certain statements contained in this filing may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the transaction and the ability to consummate the mergers. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they are made, and Misonix undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (1) Bioventus and Misonix may be unable to obtain their respective requisite stockholder approvals as required for the proposed transaction; (2) conditions to the closing of the transaction may not be satisfied; (3) the transaction may involve unexpected costs, liabilities or delays; (4) the respective businesses of Bioventus and Misonix may suffer as a result of uncertainty surrounding the transaction; (5) the outcome of any legal proceedings related to the transaction; (6) Bioventus and Misonix may be adversely affected by other economic, business, and/or competitive factors; (7) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (8) the effect of the announcement of the transaction on the ability of Bioventus or Misonix to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom Bioventus or Misonix does business, or on Bioventus’ or Misonix’s operating results and business generally; and (9) other risks to consummation of the transaction, including the risk that the transaction will not be consummated within the expected time period or at all. Additional factors that may affect the future results of Bioventus and Misonix are set forth in their respective filings with the Commission, including Bioventus’ Form S-4, each of Bioventus’ and Misonix’s most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the Commission, which are available on the Commission’s website at www.sec.gov, specifically under the heading “Risk Factors.” The risks and uncertainties described above and in Bioventus’ most recent Quarterly Report on Form 10-Q and Misonix’s most recent Quarterly Report on Form 10-Q are not exclusive and further information concerning Bioventus and Misonix and their respective businesses, including factors that potentially could materially affect their respective businesses, financial condition or operating results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these forward-looking statements, and not to place undue reliance on any forward-looking statements. Readers should also carefully review the risk factors described in other documents that Bioventus and Misonix file from time to time with the Commission. The forward-looking statements in these materials speak only as of the date of these materials. Except as required by law, Bioventus and Misonix assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

Bioventus Investor Inquiries:
Dave Crawford
Bioventus
919-474-6787
[email protected]

 

Misonix Contacts:
Joe Dwyer
Chief Financial Officer
Misonix, Inc.
631-927-9113

Norberto Aja, Jennifer Neuman
JCIR
212-835-8500
[email protected]