BioD investors claim accelerated $26.5m earnout after ex-CEO quits Integra

Former BioD investors are looking for an accelerated $26.5 million earnout after ex-CEO Russell Olsen resigned from Integra Lifesciences (NSDQ:IART).

BioD merged with Derma Sciences for $80 million in Aug. 2016., which was later bought by Integra for $200 million. After the series of acquisition, Olsen told Integra that he believed his new job offer materially diminished his authority and that he planned to resign.

Following Olsen’s resignation, Derma Sciences received a letter on behalf of former equity owners of BioD, claiming that Olsen was terminated without cause and his departure should trigger an acceleration of the $26.5 million earnout detailed in the BioD-Derma Sciences merger agreement.

Integra has since filed an action with the superior court in New Jersey, seeking to clarify that Olsen’s resignation was for good reason and not without cause.

“If the employment agreement was terminated for good reason, then the company believes that the earn-out provision under the BioD Merger Agreement should not be acclerated,” the company wrote in its annual report.

Also this week, Integra said it topped expectations on Wall Street this week with its fourth-quarter and full-year financial results.

The company posted profits of $44.4 million, or 56¢ per share, on sales of $368.8 million for the 3 months ended Dec. 31.

Adjusted to exclude 1-time items, earnings per share were 64¢, ahead of consensus on The Street, where analysts were looking for sales of $364.9 million.

For the full year, Integra posted profits of $64.7 million, or 82¢ per share, on sales of $1.19 billion, beating analysts’ estimates of $1.17 billion.

“2017 was a transformative year for Integra. We closed the two largest acquisitions in the company’s history, expanded our regenerative portfolio with new, innovative products and successfully executed the global launch of CUSA Clarity, a significant upgrade to our tissue ablation platform,” president & CEO Peter Arduini said in prepared remarks. “We look forward to 2018 and another year of strong revenue growth, margin expansion and improving profitability.”

IART shares were trading at $52.63 apiece today in mid-morning activity, down -0.2%.

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