HOUSTON, July 12 2022 (GLOBE NEWSWIRE) — Sharps Compliance Corp. (NASDAQ: SMED) (“Sharps” or the “Company”), a leading nationwide, full-service provider of comprehensive waste management solutions, including medical, pharmaceutical and hazardous waste, today announced that it has entered into a definitive merger agreement to be acquired by an affiliate of Aurora Capital Partners (“Aurora”), a leading middle-market private equity firm.
Under the terms of the merger agreement, Aurora will launch a cash tender offer to acquire all of the issued and outstanding shares of Sharps for $8.75 per share, representing a premium of approximately 207% over compared to Sharps’ closing share price on July 11. , 2022. The transaction has been unanimously approved by Sharps’ Board of Directors.
Following the successful completion of the tender offer, Aurora will acquire all remaining shares not tendered to the tender offer through a second stage merger at the same price.
Pat Mulloy, President and CEO of Sharps, said, “Sharps is a leading provider of complete solutions for small to medium sized medical, hazardous and pharmaceutical waste generators. To date, the company has developed a huge customer base offering route-based and mail-in medical waste disposal services and we believe there is significant avenue to increase market penetration for our MedSafe solution. for the safe and proper disposal of unused medications, including controlled substances. . In addition to delivering immediate value to our shareholders, this transaction provides Sharps with a long-term partner who is focused on building on our strong platform.
In connection with entering into the Merger Agreement, certain directors and senior executives of Sharps have entered into offer and support agreements with Aurora pursuant to which they have, among other things, agreed to contribute to the offer all of their shares.
The transaction is subject to clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary closing conditions. The transaction is not subject to any financing conditions and is expected to close in the third calendar quarter of 2022. Once the transaction is completed, Sharps will become a private company and Sharp’s common stock will no longer be publicly traded. market.
Raymond James & Associates, Inc. acted as financial advisor and Norton Rose Fulbright US LLP acted as legal advisor to Sharps.
About Sharps Compliance Corp.
Based in Houston, Texas, Sharps Compliance (NASDAQ: SMED) is a leading business-to-business service provider in the healthcare, long-term care and retail pharmacy markets. Sharps Compliance offers comprehensive solutions for the management of regulated medical waste, hazardous waste and unused medications. For more information, visit: www.sharpsinc.com.
About Aurora Capital Partners
Aurora Capital Partners is a leading private equity firm primarily focused on controlling investments in middle-market companies with market-leading positions, stable industry dynamics, attractive business model characteristics and concrete growth opportunities in partnership with management. Aurora provides unique resources to its portfolio companies through its strategy and operations program and team of experienced operational advisors. Aurora’s investors include public and corporate pension funds, endowments and foundations active in private equity investing. For more information about Aurora Capital Partners, visit: www.auroracap.com.
The information in this press release contains certain forward-looking statements relating to Sharps and the proposed tender offer (the “Offer”) for all outstanding shares of common stock, with a par value of $0.01 per share, of Sharps by Aurora and other statements about Aurora and Sharps that are based on the current beliefs, expectations and assumptions made by management of Sharps as of the date of this press release, and on information she currently has. When used in this document, the words “may”, “could”, “position”, “plan”, “potential”, “designed”, “continue”, “anticipate”, “believe”, “s ‘expect’, ‘estimate’, ‘plan’ and ‘intent’ and words or phrases of similar significance, with respect to the offer or Sharps or its affiliates or the management of Sharps, are intended to identify statements These statements reflect known and unknown risks, uncertainties and assumptions relating to certain factors, including, without limitation, changes in facts and circumstances and other risks, uncertainties and assumptions regarding the offer. and the subsequent merger, including whether the offer and subsequent merger will close, the timing of the closing of the offer and subsequent merger, the strategic and other potential benefits of the transactions, the ability of the parties to satisfy the various conditions for making the offer or e the subsequent merger, including the outcome of regulatory review the reviews of the proposed transaction and the receipt of HSR’s approval, the percentage of outstanding shares that will be tendered to the offer, the ability of the parties to complete the proposed transactions, the ability of the parties to satisfy other closing conditions, the potential effects of the proposed transactions, the outcome of legal proceedings (if any) that may be brought against Sharps, Aurora (or l (one of its affiliates) and/or others related to the proposed transactions, unexpected costs or unexpected liabilities that may arise from the proposed transactions, whether or not they are completed, the possibility that competing offers will be made, the occurrence any event, change or other circumstance that could give rise to the termination of the merger agreement, including circumstances that would require Sharps to pay a termination fee bonding or other expenses, the effects of disruption of listing or pending transactions making it more difficult to maintain relationships with employees, customers, suppliers and other business partners, and the risks of divert management’s attention from Sharps’ ongoing business operations, and other general risks facing the Company’s business and operations, including with respect to regulatory submissions, competitive factors, general economic conditions, customer relationships, supplier relationships, government regulation and oversight, seasonality, distribution networks, product introductions and acceptance, changes in technology, changes in industry practices, one-time events and other factors described herein, including the impact of the coronavirus COVID-19 (“COVID-19”) pandemic on our s operations and financial results, as well as such risk factors and other cautionary statements in the company’s annual report on Form 10-K, quarterly reports on Form 10-Q, our annual report on Form 10-K and our other documents filed with the Securities and Exchange Commission. Sharps may update the risk factors from time to time in Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, or other SEC filings available at Sharps’ website. the SEC at www.sec.gov. As conditions change, should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those described herein as anticipated, believed, estimated, expected or planned. Therefore, no forward-looking statement can be guaranteed. Actual results may vary significantly. You are cautioned not to place undue reliance on forward-looking statements. You should also understand that it is not possible to predict or identify all of these factors and as such should not consider the foregoing list or risk factors to be a complete list of all risks and uncertainties. potentials. All such forward-looking statements speak only as of the date they are made. Neither the Company nor Aurora nor any of their affiliates undertakes to publicly update or revise any forward-looking statement, whether as a result of new information, future developments, subsequent events, circumstances or otherwise, except as may be required by any applicable securities laws.
Important Additional Information Will Be Filed with the United States Securities and Exchange Commission
This press release is for informational purposes only and does not constitute a recommendation, an offer to buy, or a solicitation of an offer to sell securities, or a substitute for the tender offer materials that Aurora (“Offeror”) will file with the United States. Securities Exchange Commission (the “SEC”) at the commencement of the tender offer. Upon commencement of the tender offer, the Offeror will file with the SEC a tender offer statement on Schedule TO, including an offer to purchase, a related cover letter and certain related tender offer materials, and Sharps will then file with the SEC a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. The offer to purchase common shares of Sharp will only be made pursuant to the offer to purchase, related letter of transmittal and related tender offer documents filed in connection with Annex TO. THE SUPPLY OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL, AND CERTAIN OTHER SUPPLY OFFER MATERIALS) AND SOLICITATION/RECOMMENDATION STATEMENT, AS THEY MAY BE MODIFIED FROM FROM TIME TO TIME WILL CONTAIN IMPORTANT INFORMATION. HOLDERS OF SHARPS COMMON SHARES ARE ADVISED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (EACH MAY BE AMENDED OR ADDED TO TIME) AS THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS AND CONDITIONS OF THE OFFER OFFER THAT HOLDERS OF SHARPS COMMON SHARES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE OFFERING OF THEIR SHARES. The Tender Offer Statement set forth in Exhibit TO, including the Offer to Purchase, related Letter of Transmittal and certain other Tender Offer Materials, and the Solicitation Statement/ recommendation, will be made available to all holders of Sharps common stock at no cost to them. Tender offer documents, solicitation/recommendation statement and other related documents (if any), and other documents filed with the SEC, including annual, quarterly and special reports and other information filed by Sharps with the SEC, will be made available free of charge. on the SEC’s website at www.sec.gov, or by contacting Sharps at 9220 Kirby Drive, Suite 500, Houston, Texas 77054; 713-432-0300, or by making a request to the Tender Offer Information Agent, who will be named in the Tender Offer Materials.
For more information contact:
For Aurora Capital Partners