EX-99.2 3 s117971_ex99-2.htm EXHIBIT 99.2

  

Exhibit 99.2

 

 

  Misonix –Vision for the Future  

 

  

 

 

 

 Forward Looking Statements This communication contains forward-looking statements, which address a variety of subjects including, for example, the expected timetable for closing of the transaction between Misonix and Solsys, the allocation of the merger consideration and the anticipated growth rate of the combined company. Statements that are not historical facts, including statements about our beliefs, plans and expectations, are forward-looking statements. Such statements are based on our current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. The following important factors and uncertainties, among others, could cause actual results to differ materially from those described in these forward-looking statements: the ability to satisfy the conditions to closing of the proposed transaction, on the expected timing or at all; the occurrence of any event that could give rise to the termination of the merger agreement; the risk of stockholder litigation relating to the proposed transaction, including resulting expense or delay; higher than expected or unexpected costs associated with or relating to the transaction; the risk that expected benefits, synergies and growth prospects of the transaction may not be achieved in a timely manner, or at all; the risk that Solsys business may not be successfully integrated with Misonix following the closing; the risk that Misonix and Solsys will be unable to retain and hire key personnel; and the risk that disruption from the transaction may adversely affect Misonix’s or Solsys’ business and relationships with their customers, suppliers or employees. For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to Misonix’s filings with the Securities and Exchange Commission (“SEC”), including the risk factors contained in Misonix’s most recent Quarterly Reports on Form 10-Q and Annual Report on Form 10-K. Forward-looking statements represent management’s current expectations and are inherently uncertain. Except as required by law, we do not undertake any obligation to update forward-looking statements made by us to reflect subsequent events or circumstances. Important Additional Information Will Be Filed With The SEC In connection with the proposed transaction, the Misonix and Solsys intend to file relevant information with the SEC, including a registration statement of Misonix on Form S-4 that will include a prospectus and proxy statement of Misonix and an information statement of Solsys (the “joint proxy statement/information statement and prospectus”). INVESTORS AND SECURITY HOLDERS OF MISONIX AND SOLSYS ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/INFORMATION STATEMENT AND PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MISONIX, SOLSYS AND THE PROPOSED TRANSACTION. A definitive joint proxy statement/information statement and prospectus will be sent to Misonix’s stockholders and Solsys unitholders. Investors and security holders will be able to obtain the registration statement and the joint proxy statement/information statement and prospectus free of charge from the SEC’s website or from Misonix as described below. The documents filed by Misonix with the SEC may be obtained free of charge at Misonix’s website at www.misonix.com or at the SEC’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 Misonix, Solsys and certain of their directors, executive officers and employees may be deemed participants in the solicitation of proxies from Misonix stockholders in connection with the proposed transaction. Information regarding the persons who may be deemed to be participants in the solicitation of Misonix stockholders in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the joint proxy statement/information statement and prospectus when it is filed with the SEC. Information about the directors and executive officers of Misonix and their ownership of Misonix common stock is set forth in the definitive proxy statement for Misonix’ s 2019 annual meeting of shareholders, as previously filed with the SEC on March 25, 2019. Free copies of these documents may be obtained as described in the paragraphs above. Non-Solicitation This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale 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 the Securities Act of 1933, as amended.

  

 

 

 Today’s Announcement + Misonix, Inc. Enters into Definitive Agreement to Acquire Regenerative Medical Company Solsys Medical for Approximately $97M Broadens Wound Care Advances go-to-market Enhances Misonix’s financial platform with cellular skin strategy and expected to drive profile by adding significant substitute complementary to increased rep productivity by revenue scale, increasing Misonix’s existing products creating two focused sales addressable markets and teams accelerating top-line growth

  

 

 

 Transaction Rationale 1 Creates a platform with estimated pro forma calendar 2018 product revenue of $60.6M and supports Misonix’s pro forma top-line growth of 20%+ 2 Expands Misonix’s addressable market from $1.1B to over $1.78B 3 Broadens Misonix’s commercial infrastructure to over 136 dedicated sales resources with clearer focus across specialties, expected to improve rep productivity 4 Offers near-term revenue synergies and immediate cross-selling opportunities 5 Provides for future value creation in Wound Care through clinical and reimbursement initiatives

  

 

 

 Solsys Medical at a Glance Business Summary Company Highlights • Privately-held, regenerative wound care company • Cellular skin substitute product with large addressable market • Markets TheraSkin® human skin allograft • Specialized Wound Care sales team with experience • 81 Dedicated Sales Resources selling in both inpatient and outpatient settings • 2018 revenue: $24M • Broad reimbursement and attractive financial profile • Headquarters: Newport News, VA for TheraSkin® with compelling economics Financial Highlights Commercial Infrastructure Revenue Growth % of Revenue by Channel ~30% $24.0M Growth 61% 39% $18.4M Wound Care Center OR/Physician Office • Wound Care sales team primarily selling to wound care centers, operating rooms and physician offices 2017 2018 6

  

 

 

 Misonix at a Glance Business Summary Company Highlights • Public company, Ultrasonic surgical platform for • Ultrasonic surgical bone cutting and shaving for spine precision tissue removal surgery • Address large chronic global healthcare issues • Ultrasonic surgical soft tissue removal for brain tumors • 55 Dedicated Sales Resources • Ultrasonic debridement for wound healing • Fiscal Year 2018 revenue: $32.7M • Headquarters: Farmingdale, NY Financial Highlights Commercial Infrastructure % of Revenue by Geography ~20% Growth $32.7 58% 42% $27.3 Domestic International • Global Distribution Network commercializing our technology throughout the world FISCAL 2017 FISCAL 2018 7

  

 

 

 TheraSkin at a Glance Cost-effective solution with A biologically active cryopreserved, favorable coverage and human skin allograft for chronic wounds reimbursement Indicated for chronic wounds head-to-toe, including more At-ready supply of human growth severe wounds with exposed factors, cytokines and collagen bone, tendon, joint capsule and used in order to jumpstart wound muscle healing Wound therapy that regenerates damaged skin Fully developed human and provides a high extra-cellular matrix concentration of cells Opportunity to demonstrate improved patient outcomes when used in combination with SonicOne debridement 8

  

 

 

 Redefining the Standard of Care • Unsolved Problem - huge unmet need to • Addresses objective of securing patient improve debridement practice for Wound earlier in wound healing cycle Care • Initial sales expansion opportunity in OR • Only ~20% of Wound Care physicians via dedicated Wound Care sales force of 66 effectively debride chronic wounds TMs and 10 TAs in 2019 • Will need to establish new procedure • Adds a new innovative Wound Care payment for Sonic One that competes with solution to rep bag to increase selling price of other debridement instruments efficiency • Would seek to use Coverage with Evidence Development (CED) with CMS A properly debrided wound is necessary to achieve best results with Cellular and Tissue Products 9

  

 

 

 Misonix’s Existing Commercial Infrastructure 55 Dedicated Sales Resources … BoneScalpel SonaStar SonicOne Target Target Target Spine Neuro / General Wound Care Specialty Specialty Specialty Target Target Target Inpatient Inpatient Inpatient Channel Channel Channel U.S. TAM ~$600M U.S. TAM ~$263M U.S. TAM ~$240M …generating pro forma calendar 2018 revenue of $36.6M and 20% expected annual growth 10

  

 

 

 Vision for the New Misonix 136 Dedicated Sales Resources… 55 Dedicated 81 Dedicated Sales + Sales Resources Resources Surgical Franchise Wound Care Franchise Wound Care ( Podiatry, Plastic Target Specialty Surgical (Spine, Neuro, General) Target Specialty Surgery. Foot and Ankle, Vascular) Target Channel Inpatient Target Channel Inpatient / Outpatient U.S. TAM ~$863M U.S. TAM ~$921M …generating pro forma calendar 2018 revenue of $60.6M and expected 20%+ annual growth 11

  

 

 

 Transaction Summary Transaction Details Transaction • All-stock transaction valuing Solsys Medical at an equity value of ~$97M Terms • Misonix will issue approximately 5.7M shares upon the closing of the transaction Ownership • Pro forma combined company ownership: 64.0% current Misonix shareholders / 36.0% Solsys Medical unitholders • Pro forma fiscal 2020 revenue of over $80M, gross margins of 70%, expected revenue growth of 20%+ Financial • Pro forma cash balance of $15M at closing less transaction fees Summary • Misonix will refinance $20M in Solsys Medical debt in conjunction with the transaction, and expects a combined approximate debt balance of $22M, with additional borrowing availability of $5M • Closing subject to: Timing / Approval by respective Misonix and Solsys unitholders Next Steps Customary closing conditions • Expected to close in the third quarter of calendar year 2019 12

  

 

 

Questions?