Item 8.01. Other Events.
As previously disclosed, on July 29, 2021, Bioventus Inc. ("Bioventus"), Oyster
Merger Sub I, Inc., a wholly owned subsidiary of Bioventus (Merger Sub I"),
Oyster Merger Sub II, LLC, a wholly owned subsidiary of Bioventus ("Merger Sub
II"), and Misonix, Inc. (the "Company" or "Misonix") entered into an Agreement
and Plan of Merger, as it may be amended from time to time the ("merger
agreement") that provides for the acquisition of Misonix by Bioventus. Upon the
terms and subject to the conditions of the merger agreement, Bioventus will
acquire Misonix through a merger of Merger Sub I with and into Misonix, with
Misonix continuing as the surviving corporation, which is referred to as the
"first merger," followed by a merger of Misonix with and into Merger Sub II,
with Merger Sub II continuing as the surviving entity and a wholly owned
subsidiary of Bioventus, which is referred to as the "second merger" and,
together with the first merger is referred to as the "mergers."
In connection with the mergers, Misonix filed a definitive proxy statement on
Schedule 14A, dated September 24, 2021 (the "Definitive Proxy Statement") with
the U.S. Securities and Exchange Commission (the "SEC") with respect to the
special meeting of Misonix stockholders (the "Special Meeting") at Misonix's
corporate offices, located at 1938 New Highway, Farmingdale, NY 11735 on October
26, 2021, beginning at 10:00 a.m., Eastern Time. At the Special Meeting, the
stockholders of Misonix will be asked to, among other things, consider and vote
on the adoption of the merger agreement.
As further described below, subsequent to the filing of the Definitive Proxy
Statement, two lawsuits had been filed relating to the merger in federal courts
by purported individual shareholders against Misonix and its directors. The
complaints generally allege that the Definitive Proxy Statement misrepresents
and/or omits certain purportedly material information and asserts violations of
Section 14(a) and Section 20(a) of the Securities Exchange Act of 1934, as
amended, and SEC Rule 14a-9 promulgated thereunder. The alleged material
misstatements and omissions relate to, among other topics, Misonix's and
Bioventus' projections and J.P. Morgan's financial analysis.
Misonix believes that these complaints lack merit. While Misonix believes that
the disclosure set forth in the joint proxy statement/prospectus, filed with the
SEC by Bioventus on September 8, 2021, and the Definitive Proxy Statement fully
complied with applicable law, to moot certain of the plaintiffs' disclosure
claims, to avoid nuisance, potential expense and delay and to provide additional
information to its stockholders, Misonix has determined to voluntarily
supplement the Definitive Proxy Statement with the disclosure set forth herein.
Nothing herein is or should be deemed to be an admission of the legal necessity
or materiality under applicable law of any of the disclosure set forth herein or
in the Definitive Proxy Statement. To the contrary, Misonix denies all
allegations in the complaints that any additional disclosure was or is required.
SUPPLEMENTAL DISCLOSURES
The following information supplements the Definitive Proxy Statement and should
be read in conjunction with the Definitive Proxy Statement, which should be read
in its entirety. All page references are to pages in the Definitive Proxy
Statement, and terms used below have the meanings set forth in the Definitive
Proxy Statement. New text within restated language from the Definitive Proxy
Statement is highlighted with bold, underlined text and removed language within
restated language from the Definitive Proxy Statement is indicated by
strikethrough text.
The section of the Definitive Proxy Statement entitled "Summary Term
Sheet-Litigation Relating to the Merger" is amended and supplemented as follows:
The first paragraph under the section entitled "Summary Term Sheet- Litigation
Relating to the Merger" on page 35 of the Definitive Proxy Statement is hereby
amended and supplemented by deleting the strikethrough text and adding the
following bolded and underlined text:
On September 15, 2021, a purported stockholder of Misonix filed an action in the
United States District Court for the Eastern District of New York, captioned
Stein v. Misonix, Inc., et al., Case No. 2:21-cv-05127 (E.D.N.Y) (the "Stein
Complaint"). The Stein Complaint names Misonix and members of its board of
directors as defendants. On September 16, 2021, another purported stockholder of
Misonix filed an action in the United States District Court for the Southern
District of New York, captioned Ciccotelli v. Misonix, Inc. et al., Case No.
1:21-cv-07773 (S.D.N.Y.) (the "Ciccotelli Complaint"). The Ciccotelli Complaint
names Misonix, members of its board of directors, Bioventus, Merger Sub I, and
Merger Sub II as defendants. On October 12, 2021, another purported stockholder
of Misonix filed an action in the United States District Court for the Southern
District of New York, captioned Rubin v. Misonix, Inc. et al., Case No.
1:21-cv-05672 (S.D.N.Y.) (the "Rubin Complaint") and on October 15, 2021,
another purported stockholder of Misonix filed an action in the United States
District Court for the Southern District of New York, captioned Taylor v.
Misonix, Inc. et al., Case No. 1:21-cv-08513 (S.D.N.Y.) (the "Taylor
Complaint"). The Rubin Complaint and Taylor Complaint name Misonix and members
of its board of directors as defendants.
Both Each of the complaints assert claims under Section 14(a) and Section 20(a)
of the Exchange Act and SEC Rule 14a-9 promulgated thereunder, challenging the
adequacy of disclosures in the proxy statement/prospectus filed with the SEC on
September 8, 2021 or Definitive Proxy Statement filed with the SEC on September
24, 2021, regarding Misonix's and/orBioventus' projections and J.P. Morgan's
financial analysis. The complaints seek, among other relief, (i) injunctive
relief preventing the parties from proceeding with the merger, (ii) rescission
in the event that the merger is consummated, and (iii) an award of costs,
including attorneys' and experts' fees. More information can be found under "The
Merger-Litigation Relating to the Merger."
The section of the Definitive Proxy Statement entitled "The Merger-Litigation
Relating to the Merger" is amended and supplemented as follows:
The first paragraph under the section entitled "The Merger- Litigation Relating
to the Merger" on page 197 of the Definitive Proxy Statement is hereby amended
and supplemented by deleting the strikethrough text and adding the following
bolded and underlined text:
On September 15, 2021, a purported stockholder of Misonix filed an action in the
United States District Court for the Eastern District of New York, captioned
Stein v. Misonix, Inc., et al., Case No. 2:21-cv-05127 (E.D.N.Y) (the "Stein
Complaint"). The Stein Complaint names Misonix and members of its board of
directors as defendants. On September 16, 2021, another purported stockholder of
Misonix filed an action in the United States District Court for the Southern
District of New York, captioned Ciccotelli v. Misonix, Inc. et al., Case No.
1:21-cv-07773 (S.D.N.Y.) (the "Ciccotelli Complaint"). The Ciccotelli Complaint
names Misonix, members of its board of directors, Bioventus, Merger Sub I, and
Merger Sub II as defendants. On October 12, 2021, another purported stockholder
of Misonix filed an action in the United States District Court for the Southern
District of New York, captioned Rubin v. Misonix, Inc. et al., Case No.
1:21-cv-05672 (S.D.N.Y.) (the "Rubin Complaint") and on October 15, 2021,
another purported stockholder of Misonix filed an action in the United States
District Court for the Southern District of New York, captioned Taylor v.
Misonix, Inc. et al., Case No. 1:21-cv-08513 (S.D.N.Y.) (the "Taylor
Complaint"). The Rubin Complaint and Taylor Complaint name Misonix and members
of its board of directors as defendants. BothEach of the complaints assert
claims under Section 14(a) and Section 20(a) of the Exchange Act and SEC Rule
14a-9 promulgated thereunder, challenging the adequacy of disclosures in the
proxy statement/prospectus filed with the SEC on September 8, 2021 or Definitive
Proxy Statement filed with the SEC on September 24, 2021, regarding Misonix's
and/or Bioventus' projections and J.P. Morgan's financial analysis. The
complaints seek, among other relief, (i) injunctive relief preventing the
parties from proceeding with the merger, (ii) rescission in the event that the
merger is consummated, and (iii) an award of costs, including attorneys' and
experts' fees.
The section of the Definitive Proxy Statement entitled "The Opinion of Misonix's
Financial Advisor-Opinion of JP Morgan Securities" is amended and supplemented
as follows:
The table immediately following the first paragraph under the section entitled
"The Opinion of Misonix's Financial Advisor-Opinion of J.P. Morgan Securities
-Selected Transaction Multiple Analysis" on page 179 of the Definitive Proxy
Statement is hereby amended and supplemented by adding the following bolded and
underlined text:
Target Acquiror Announcement Date Closing Date
BioTelemetry, Inc. Royal Philips December 18, 2020 February 9, 2021
Wright Medical Stryker Corporation November 04, 2019
Group N.V. November 11, 2020
Buffalo Filter LLC Conmed Corporation December 13, 2018 February 11, 2019
K2M Group Holdings, Stryker Corporation August 30, 2018
Inc. November 9, 2018
The Spectranetics Royal Philips June 28, 2017
Corporation August 9, 2017
Vascular Solutions, Teleflex December 02, 2016
Inc. Incorporated February 17, 2017
LDR Holding Zimmer Biomet June 07, 2016
Corporation Holdings, Inc. July 13, 2016
AngioScore Inc. The Spectranetics May 27, 2014
Corporation June 30, 2014
Given Imaging Ltd. Covidien plc December 08, 2013 February 27, 2014
Conceptus, Inc. Bayer Healthcare April 29, 2013
LLC June 5, 2013
The third paragraph under the section entitled "The Merger-Opinion of Misonix's
Financial Advisor-Opinion of JP Morgan Securities -Misonix Financial Analysis
Discounted Cash Flow Analysis" on page 182 of the Definitive Proxy Statement is
hereby amended and supplemented by deleting the strikethrough text and adding
the following bolded and underlined text:
J.P. Morgan calculated the unlevered free cash flow that Misonix is expected to
generate from July 1, 2021 through June 30, 2026 using as set forth in the
Misonix Projections. J.P. Morgan also calculated a range of terminal values for
Misonix at the end of this period by applying perpetual growth rates ranging
from 3.0% to 4.0%, based on guidance provided with such perpetual growth rates
provided by Misonix's management, to estimates of the unlevered free cash flow
of Misonix (excluding cost synergies) during fiscal year ending June 30, 2026,
as provided in the Misonix Projections. J.P. Morgan then discounted the
unlevered free cash flow estimates (excluding cost synergies) and the range of
terminal values to present value as of June 30, 2021 using discount rates
ranging from 10.25% to 12.25%, which range was chosen by J.P. Morgan using its
professional judgment and experience based upon its analysis of a weighted
average cost of capital of Misonix ranging from 10.25% to 12.25%. The present
value of the unlevered free cash flow estimates and the range of terminal values
were then adjusted by subtracting Misonix's net debt as of June 30, 2021 based
on management estimates of $16 million, which consisted of $47 million of debt
and $31 million of cash. This analysis indicated a range of implied equity
values for Misonix (excluding cost synergies), which J.P. Morgan divided by the
number of outstanding shares of Misonix common stock of 18.2 million shares,
calculated on a fully-diluted basis (determined using the treasury stock method)
as of June 30, 2021, to derive a range of implied equity values per share of
Misonix common stock (rounded to the nearest $0.10) of $18.50 to $28.60, which
J.P. Morgan compared to the implied per share equity value of the merger
consideration of $28.00 per share of Misonix common stock, calculated as of July
27, 2021.
The fourth paragraph under the section entitled "The Merger-The Opinion of
Misonix's Financial Advisor-Opinion of JP Morgan Securities-Misonix Financial
Analysis -Discounted Cash Flow Analysis" on pages 182-183 of the Definitive
Proxy Statement is hereby amended and supplemented by deleting the strikethrough
text and adding the following bolded and underlined text:
Including synergies: J.P. Morgan also conducted a discounted cash flow analysis
for the purpose of determining the fully diluted equity value per share of
Misonix common stock including cost synergies using the Misonix Projections.
J.P. Morgan calculated the unlevered free cash flow that the Misonix projected
cost synergies were expected to generate from July 1, 2021 through December 31,
2025 as set forth in the Misonix Projections. J.P. Morgan calculated a range of
terminal values for Misonix projected cost synergies at the end of this period
by applying perpetual growth rates ranging from 0.0% to 1.0%, based on guidance
provided with such perpetual growth rates provided by Misonix's management, to
estimates of the unlevered free cash flow of the Misonix projected cost
synergies during the year ending December 31, 2025, as provided in the Misonix
Projections. J.P. Morgan then discounted the unlevered free cash flow estimates
of the Misonix projected cost synergies and the range of terminal values to
present value as of June 30, 2021 using discount rates ranging from 10.1% to
12.1%, which range was chosen by J.P. Morgan using its professional judgment and
experience based upon its analysis of a weighted average cost of capital of
Misonix and Bioventus of 10.1% to 12.1%. In order to determine the range of
discount rates, J.P. Morgan selected the weighted average of the mid-point
discount rate for Misonix of 11.25% and for Bioventus of 11.0% which was
determined to be 11.1%. Using its professional judgement J.P. Morgan applied a
range of 1% in both directions to such weighted average discount rate for an
overall range of 10.1%-12.1%. This analysis indicated a range of implied equity
values for Misonix projected cost synergies. J.P. Morgan then adjusted the range
of implied equity values for Misonix excluding cost synergies, as calculated
pursuant to J.P. Morgan's discounted cash flow analysis described above, by
adding 50% of the implied equity value of the Misonix projected cost synergies
applying a 0.0% perpetual growth rate and an 11.1% discount rate. J.P. Morgan
selected a 0.0% perpetual growth rate based on guidance provided by the
instruction of Misonix's management, and an 11.1% discount rate was selected by
J.P. Morgan using its professional judgment and experience based upon its
analysis of the weighted average cost of capital of Misonix and Bioventus of
10.1% to 12.1%. This analysis indicated the range of implied equity values for
Misonix including cost synergies, which J.P. Morgan divided by the number of
outstanding shares of Misonix common stock of 18.2 million shares, calculated on
a fully-diluted basis (determined using the treasury stock method) as of June
30, 2021, to derive a range of implied equity values per share of Misonix common
stock (rounded to the nearest $0.10) of $23.50 to $33.60, which J.P. Morgan
compared to the implied per share equity value of the merger consideration of
$28.00 per share of Misonix common stock, calculated as of July 27, 2021.
The second paragraph under the section entitled "The Merger-The Opinion of
Misonix's Financial Advisor-Opinion of JP Morgan Securities -Bioventus Financial
Analysis-Discounted Cash Flow Analysis" on page 185 of the Definitive Proxy
Statement is hereby amended and supplemented by deleting the strikethrough text
and adding the following bolded and underlined text:
J.P. Morgan calculated the unlevered free cash flow that Bioventus is expected
to generate from July 1, 2021 through December 31, 2025 using the Adjusted
Bioventus Street Forecasts (as set forth in the section entitled "Bioventus
Management'sUnaudited Prospective Financial Information Projections" (the
"Bioventus Projections"), which were discussed with, and approved by Misonix's
management for use by J.P. Morgan in connection with its financial analyses).
J.P. Morgan also calculated a range of terminal values for Bioventus at the end
of this period by applying perpetual growth rates ranging from 2.5% to 3.5%,
based on guidance provided with such perpetual growth rates provided by
Misonix's management, to estimates of the unlevered free cash flow of Bioventus
(excluding cost synergies) during year ending December 31, 2025, as provided in
the Bioventus Projections. J.P. Morgan then discounted the unlevered free cash
flow estimates (excluding cost synergies) and the range of terminal values to
present value as of June 30, 2021 using discount rates ranging from 10.0% to
12.0%, which range was chosen by J.P. Morgan using its professional judgment and
experience based upon its analysis of a weighted average cost of capital of
Bioventus ranging from 10.0% to 12.0%. The present value of the unlevered free
cash flow estimates and the range of terminal values were then adjusted by
subtracting Bioventus' net debt based on management estimates of $142 million,
which consisted of $200 million of debt and $136 million of cash, and
non-controlling interests of $78 million(which deduction was based upon
Bioventus' balance sheet filed May 13, 2021) as of June 30, 2021. This analysis
indicated a range of implied equity values for Bioventus (excluding cost
synergies), which J.P. Morgan divided by the number of outstanding shares of
Bioventus common stock of 59.5 million shares, calculated on a fully-diluted
basis (determined using the treasury stock method) as of June 30, 2021, to
derive a range of implied equity values per share of Bioventus class A common
stock (rounded to the nearest $0.10) of $17.10 to $25.70, which J.P. Morgan
compared to the seven-day volume-weighted average price per share of Bioventus
class A common stock of $16.63 on July 27, 2021.
The following table replaces the table in the section entitled "The
Merger-Bioventus Unaudited Financial Projections-Summary of the Adjusted
Bioventus Street Forecasts" on page 188 of the Definitive Proxy Statement:
Year Ending December
(in millions) FY21E FY22E FY23E FY24E FY25E
Revenue $ 413 $ 462 $ 525 $ 585 $ 644
Growth 28.6 % 11.9 % 13.7 % 11.4 % 10.0 %
Adjusted EBITDA(1) $ 79 $ 92 $ 102 $ 127 $ 147
% Margin 19.1 % 20.0 % 19.4 % 21.6 % 22.8 %
Less: Stock Based Compensation 3 (14 ) (16 ) (18 ) (19 )
Less: Depreciation (3 ) (3 ) (3 ) (4 ) (4 )
EBITA $ 79 $ 76 $ 83 $ 105 $ 123
% Margin 19.2 % 16.4 % 15.7 % 18.0 % 19.1 %
Less: Taxes $ (18 ) $ (17 ) $ (19 ) $ (24 ) $ (28 )
Tax Rate 22.5 % 22.5 % 22.5 % 22.5 % 22.5 %
NOPAT $ 61 $ 59 $ 64 $ 82 $ 96
Plus: Depreciation 3 3 3 4 4
Less: Capex (4 ) (4 ) (5 ) (5 ) (5 )
Less: Change in Working Capital (9 ) (5 ) (6 ) (6 ) (6 )
Unlevered free cash flow(2) $ 51 $ 53 $ 57 $ 74 $ 89
(1) Adjusted EBITDA, a non-GAAP financial measure, refers to earnings before
interest, tax, depreciation and amortization, excluding the impact of
stock-based compensation expense and other cash and non-cash items that
Bioventus does not consider in its evaluation of ongoing operating
performance.
(2) Unlevered free cash flow, a non-GAAP financial measure, refers to Adjusted
EBITDA less stock-based compensation, which is treated as a cash expense,
less taxes, change in net working capital and capital expenditures.
The section of the Definitive Proxy Statement entitled "Misonix Unaudited
Financial Projections" is amended and supplemented as follows:
The table immediately following the first paragraph under the section entitled
"Misonix Unaudited Financial Projections- Summary of the Misonix Financial
Projections- Misonix Preliminary Unaudited Projections" on page 192 of the
Definitive Proxy Statement is hereby amended and supplemented by adding the
following bolded and underlined text:
Fiscal Year Ended, June 30
(in millions) 2022E 2023E 2024E 2025E 2026E
Revenue $ 98.0 $ 125.4 $ 156.4 $ 194.0 $ 234.8
Gross Profit $ 70.8 $ 90.6 $ 113.4 $ 141.0 $ 170.3
Adjusted EBITDA (1)(5)(6) $ 4.3 $ 12.1 $ 21.6 $ 33.7 $ 44.6
Less: Depreciation and
Amortization $ (4.9 ) $ (5.0 ) $ (5.2 ) $ (5.0 ) $ (5.0 )
Less: Stock Based
Compensation $ (1.5 ) $ (1.4 ) $ (1.4 ) $ (1.4 ) $ (1.4 )
Adjusted EBIT (less Stock
Based Compensation)
(2)(5)(6) $ (2.1 ) $ 5.7 $ 15.0 $ 26.027.2 $ 30.138.2
Less: Tax Expense (3) $ 0.0 $ 0.0 $ 0.0 $ (1.3 ) $ (8.1 )
Net Operating Profit after
Tax (3)(5)(4) $ (2.1 ) $ 5.7 $ 15.0 $ 26.0 $ 30.1
Plus: Depreciation and
Amortization $ 4.9 $ 5.0 $ 5.2 $ 5.0 $ 5.0
Less: Capital Expenditures $ (2.9 ) $ (3.1 ) $ (3.3 ) $ (3.5 ) $ (3.5 )
Less: Change in Net Working
Capital $ 1.7 $ (2.3 ) $ (2.4 ) $ (5.3 ) $ (2.6 )
Unlevered Free Cash Flow
(4)(5)(5) $ 1.6 $ 5.3 $ 14.5 $ 22.2 $ 29.0(1) Adjusted EBITDA is a non-GAAP financial measure which is calculated as
earnings before interest expense, taxes, depreciation & amortization and
further adjusted to exclude non-cash items and certain other adjustments
like stock based compensation expense.
(2) Adjusted EBIT is a non-GAAP financial measure which is calculated as
Adjusted EBITDA further adjusted to exclude stock based compensation expense
and depreciation & amortization.
(3) Includes benefit of Misonix net operating loss carryforward of $43.2 million.
(34) Net Operating Profit after Tax ("NOPAT") is a non-GAAP financial measure,
which is calculated as Adjusted EBIT less estimated tax expense, which
assumes a marginal tax rate of 23% and accounts for Misonix's net operating
loss balance.
(45) Unlevered Free Cash Flow is a non-GAAP financial measure, which is
calculated as a NOPAT plus depreciation & amortization, less capital
expenditures and change in net working capital.
(56) See below under the heading "Non-GAAP Financial Measures" for a
reconciliation of the non-GAAP financial measure to its related GAAP
financial measure
The first paragraph and immediately following table under the section entitled
"Misonix Unaudited Financial Projections- Summary of the Misonix Financial
Projections- Misonix Revised Unaudited Projections" on page 193 of the
Definitive Proxy Statement is hereby amended and supplemented by deleting the
strikethrough text and adding the following bolded and underlined text:
The following table presents certain revised unaudited prospective financial
information of Misonix prepared by Misonix management for Misonix's fiscal years
ending 2022 through 2026, which we refer to as the Misonix revised unaudited
Projections, and, together with the Misonix preliminary unaudited projections,
the Misonix unaudited projections, and which information was provided to the
Misonix board of directors and J.P. Morgan. The Misonix revised unaudited
projections were updated based on a number of developments, including, among
other things, management's general course of review, continuing developments in
Misonix's business and recent developments on the impact of the COVID-19
pandemic. Misonix management instructed J.P. Morgan to use and rely upon the
prospective information as a basis for its analysis in rendering its opinion
described in the section of this proxy statement/prospectus entitled "The
Merger-Opinion of Misonix's Financial Advisor," with such adjustments as are
discussed in such section. The Misonix revised unaudited projections were not
provided to Bioventus in connection with its evaluation of a potential
transaction.
Fiscal Year Ended, June 30
(in millions) 2022E 2023E 2024E 2025E 2026E
Revenue $ 98.2 $ 130.3 $ 161.5 $ 198.3 $ 243.1
Gross Profit $ 70.2 $ 93.1 $ 115.2 $ 141.3 $ 173.0
Adjusted EBITDA (1)(5)(6) $ 2.3 $ 13.2 $ 21.3 $ 31.5 $ 45.7
Less: Depreciation and
Amortization $ (4.9 ) $ (4.0 ) $ (4.1 ) $ (4.2 ) $ (4.2 )
Less: Stock Based
Compensation $ (2.7 ) $ (2.5 ) $ (2.6 ) $ (2.6 ) $ (2.7 )
Adjusted EBIT (less Stock
Based Compensation)
(2)(5)(6) $ (5.2 ) $ 6.7 $ 14.7 $ 24.7 $ 38.8
Less: Tax Expense (3) $ 0.0 $ 0.0 $ 0.0 $ (1.1 ) $ (7.1 )
Net Operating Profit after
Tax (3)(5)(4) $ (5.2 ) $ 6.7 $ 14.7 $ 23.5 $ 31.7
Plus: Depreciation and
Amortization $ 4.9 $ 4.0 $ 4.1 $ 4.2 $ 4.2
Less: Capital Expenditures $ (4.1 ) $ (3.8 ) $ (3.8 ) $ (3.8 ) $ (3.8 )
Less: Change in Net Working
Capital $ (5.2 ) $ (2.4 ) $ (3.1 ) $ (7.8 ) $ (5.1 )
Unlevered Free Cash Flow
(4)(5)(5) $ (9.7 ) $ 4.5 $ 11.9 $ 16.1 $ 27.0
Year Ended, December 31
2021E 2022E 2023E 2024E 2025E
Unlevered Free Cash Flow
resulting from expected cost
synergies (5) $ 6.2 $ 12.9 $ 16.1 $ 16.1 $ 16.1
(1) Adjusted EBITDA is a non-GAAP financial measure which is calculated as
earnings before interest expense, taxes, depreciation & amortization and
further adjusted to exclude non-cash items and certain other adjustments
like stock based compensation expense.
(2) Adjusted EBIT is a non-GAAP financial measure which is calculated as
Adjusted EBITDA further adjusted to exclude stock based compensation expense
and depreciation & amortization.
(3) Includes benefit of Misonix net operating loss carryforward of $44.0 million.
(34) Net Operating Profit after Tax ("NOPAT") is a non-GAAP financial measure,
which is calculated as Adjusted EBIT less estimated tax expense, which
assumes a marginal tax rate of 23% and accounts for Misonix's net operating
loss balance.
(45) Unlevered Free Cash Flow is a non-GAAP financial measure, which is
calculated as a NOPAT plus depreciation & amortization, less capital
expenditures and change in net working capital.
(56) See below under the heading "Non-GAAP Financial Measures" for a
reconciliation of the non-GAAP financial measure to its related GAAP
financial measure
Additional Information and Where to Find It
In connection with the proposed transaction, each of Misonix and Bioventus filed
definitive proxy statements, respectively, (the "Proxy Statements") with the SEC
on September 24, 2021. Misonix and Bioventus mailed or otherwise provide to its
respective stockholders the respective Proxy Statements and other relevant
documents in connection with the proposed transaction on or about September 24,
. . .
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MISONIX, INC. 
