Derma Sciences closes $80m deal for BioD

Derma Sciences (NSDQ:DSCI) said yesterday that it closed its acquisition of regenerative allograft maker BioD in a deal worth up to $78 million, including milestones and earn-outs.

Princeton, N.J.-based Derma Sciences said it paid $21.3 million up front in a mix of cash and stock; meeting regulatory milestones could mean another $30 million, and the transaction included $26.5 million in earn-outs pegged to net sales growth. The deal, announced July 28, closed August 5, the company said in a regulatory filing.

BioD makes a line of allograft products derived from human placental tissue, including treatments designed for chronic wounds, soft tissue repair, resorbable adhesion prevention, scar tissue formation and ocular tissue repair. The company is based in Cordova, Tenn.

The buyout increased Derma Sciences’ sales footprint by more than 300%, adding BioD’s 235 independent sales reps and 7 direct reps to it own 63-member team of inside and independent reps. As recently as last November, the company was evaluating all options, including a sale, after scrapping a trial of its only drug candidate, aclerastide, a treatment for diabetic foot ulcers.

“We know BioD well, having licensed 2 of their products in January 2014, and we are very excited to add their full portfolio of innovative products as well as 51 talented personnel, including R&D scientists, manufacturing and processing experts, clinical support and customer service staff and direct sales representatives, as well as an expansive independent sales rep infrastructure,” Derma Sciences interim principal executive Stephen Wills said when the deal was announced in July.

Derma Sciences’ 38 inside and 25 independent reps have virtually no overlap with BioD’s team, meaning “sales synergies and greater efficiencies,” BioD CEO Russel Olsen added.

Today Derma Sciences said it paid out $13.8 million in cash and issued nearly 1.8 million shares at $4.1692 apiece to cover the up-front portion of the sale. The company also said it closed a private placement the same day worth $2.3 million, issuing nearly 552,000 shares at the same $4.1692-per-share price to “to certain former BioD equity holders.”

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