In a strategic move, Smith & Nephew is in the process of acquiring CartiHeal, a company specializing in off-the-shelf treatments for bone and cartilage lesions. This acquisition comes after a series of events that saw CartiHeal briefly under the ownership of Bioventus. In this blog post, we will delve into the chain of events leading to this acquisition, the significance of the purchase for Smith & Nephew, and the potential impact on the company’s sports medicine portfolio.
The Bioventus Episode:
Bioventus, originally spun off from Smith & Nephew in 2012, exercised its option to buy CartiHeal for a substantial $315 million upfront in the previous year. However, the ambitious plan to raise $415 million to fund the deal faced resistance from investors. This led to the establishment of a staggered payment plan. Despite successfully closing the deal, Bioventus agreed to return CartiHeal to its shareholders in February, putting the company back on the market.
Smith & Nephew’s Persuasion and Acquisition:
Seizing the opportunity, Smith & Nephew persuaded CartiHeal’s shareholders to part with the asset for a reduced upfront fee of $180 million. The agreement includes the potential for an additional $150 million if CartiHeal meets certain financial targets. This maneuver allows Smith & Nephew to gain control of a valuable off-the-shelf treatment for bone and cartilage lesions.
“The integration of this groundbreaking technology aligns with our plan to bolster investments in our thriving Sports Medicine division,” remarked Deepak Nath, CEO of Smith+Nephew. “Given Agili-C’s exceptional clinical efficacy, it seamlessly complements our current knee repair offerings. Leveraging our established proficiency in high-growth biologics, we are optimistic about propelling additional triumphs with this compelling treatment alternative.”
The anticipated completion of the acquisition is set for the initial quarter of 2024. Smith & Nephew aims to achieve breakeven in trading profit by 2027, surpassing their WACC with ROIC within the fifth year. Funding for the acquisition will be sourced from both existing cash reserves and debt facilities.
Advantages of the Acquisition:
One of the key advantages highlighted by Smith & Nephew is the breadth of CartiHeal’s treatment. Authorized for use in individuals with lesions in knees exhibiting mild-to-moderate osteoarthritis, the device opens up a previously underserved patient population. This positions Smith & Nephew to address a broader market and cater to a growing medical need.
Additionally, the acquisition of CartiHeal, specifically its Agili-C treatment, aligns with Smith & Nephew’s focus on expanding its sports medicine portfolio. Agili-C is a porous, biocompatible, and resorbable scaffold designed to support the natural regeneration of articular cartilage and the restoration of its underlying subchondral bone. In 2020, the U.S. Food and Drug Administration (FDA) recognized Agili-C with Breakthrough Device designation status, and in March 2022, it received Premarket Approval (PMA).
In the third quarter, sports medicine and ENT sales witnessed an impressive 11% increase, contributing to double-digit growth throughout 2023. Smith & Nephew emphasizes the significance of Regeneten, another key product acquired in a $125 million deal, within this thriving segment.
Conclusion:
Smith & Nephew’s strategic acquisition of CartiHeal reflects the company’s commitment to innovation and expansion within the sports medicine sector. The integration of Agili-C into their portfolio positions them to address a wider patient population, ultimately contributing to sustained growth. As the healthcare landscape evolves, strategic moves like these underscore the importance of adaptability and seizing opportunities in the competitive market.
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References:
1 – https://www.bioventus.com/bioventus-exercises-call-option-to-acquire-cartiheal/
2 – https://www.globenewswire.com/en/news-release/2023/02/28/2616924/0/en/Bioventus-Enters-into-Settlement-Agreement-to-Preserve-Maximum-Optionality-Up-To-350mm-of-Potential-Liability-Reduction-and-a-Release-of-Future-Claims-related-to-the-CartiHeal-Acqu.html
3 – https://www.smith-nephew.com/news/2023/11/22/20231122-sn-acquires-novel-cartilage-regeneration-technology
4 – https://www.smith-nephew.com/en/news/2023/11/02/20231102-third-quarter-2023-trading-report
