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Merit Medical Systems, Inc. (NMS: MMSI)+ to Company Analysis List
Address: 1600 West Merit Parkway,South Jordan, UT 84095 United States  |  Phone: 801 253-1600  |  Company Website: www.merit.com

Incorporated: July 1987 , UT, United States

IRS Number: 870447695

Auditor: DELOITTE & TOUCHE LLP

Legal Counsel: Parr Waddoups Brown Gee & Loveless,Workman, Nydegger & Seeley

Transfer Agent: Zions First National Bank, Salt Lake City, UT

Country:  United States

Industry: Medical Equipment (ICB 20102010)

Industry: Surgical and medical instruments (SIC 3841)

Industry: Surgical and Medical Instrument Manufacturing (NAICS 339112)

Number of Employees: 6,846 (Year End Average Staff as of 12/31/2022)

Number of Shareholders: 96 (approx. record) (as of 02/22/2023)

Market Cap: 5,566,526,670

Revenue: 1,301,256,000

Net Income: 117,429,000

EPS Basic: 2.03    EPS Diluted: 2.01

PE Ratio: 47.5771

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History

Incorporated in Utah on July 28, 1987.

On July 1, 1994, Co. acquired 2,702,900 shares or approx. 73% of the issued and outstanding common stock of Sentir, a Santa Clara, CA-based developer and manufacturer of sensors and transducers for medical and other applications from Fred P. Lampropoulos for an aggregate of $178,004.

On Jan. 31, 1997, Co. acquired certain assets of Universal Medical Instrument Corporation in exchange for 152,424 shares of Co.'s restricted common stock.

On July 27, 1999, Co. acquired the 28% minority interest in its subsidiary, Sentir, Inc. for a purchase price of $3,574,016 consisting of $3,455,217 in cash and the assumption of liabilities in the amount of $118,799. Of the $3,574,016 purchase price, $226,463 was paid to related parties.

On Aug. 20, 1999, Co. acquired substantially all of the assets and assumed certain liabilities of the Angelton Division of Mallinckrodt, Inc. for a purchase price of $8,132,194, consisting of $7,867,699 in cash and the assumption of liabilities in the amount of $264,495.

In June 2000, Co. purchased substantially all of the inventory, equipment and intangible property such as patents, regulatory approvals and trademarks from Electro-Catheter Corp. The purchase price was under $1,000,000.

On Nov. 17, 2004, Co. acquired all of the assets of MedSource Packaging Concepts LLC, for a purchase price of $1,464,409, consisting of $812,516 cash, 100,000 warrants issued at a fair value of $323,170 and the assumption of liabilities in the amount of $328,723.

On Mar. 11, 2005, Co. acquired substantially all of the assets of Sub-Q, Inc. in a purchase transaction for $1,085,785.

On Dec. 30, 2005, Co. acquired all the issued and outstanding capital stock of MCTec Holding B.V., for a purchase price of $2,400,000, net of cash acquired of $741,046.

In 2007, Co. acquired the ProGuideâ„¢ chronic dialysis catheter product line from Datascope Corporation.

In Sept. 2008, Co. shut down its operations in Angleton.

On Feb. 24, 2009, Co. purchased Bipolar Coagulation probe and Biliary Stent business, from Hydromer, Inc.'s subsidiary, Biosearch Medical Products, Inc., for $1,600,000 in cash.

On Mar. 10, 2009, Co. acquired all of the assets of Alveolus, Inc., for $16,000,000.

On June 2, 2009, Co. acquired certain assets from Hatch Medical L.L.C. (Hatch) consisted primarily of intellectual property related to Hatch's EN Snare® foreign body removal device (Device) for $14,000,000. Co. is obligated to pay an additional $7,000,000 to Hatch upon the later of Dec. 31, 2009 (or, if earlier, the date upon which all third-party contractual rights, including rights to the License Agreement, with respect to manufacturing, marketing and distributing of the Device have finally expired or terminated), or when Co. has completed manufacturing of the first unit of the Device for commercial sale.

On Sept. 10, 2010, Co. acquired BioSphere Medical, Inc. in an all-cash merger transaction valued at approx. $95,700,000, inclusive of all common equity and Series A Preferred preferences.

On Jan. 31, 2012, Co. consummated the transactions contemplated by an Asset Purchase Agreement with Ostial Solutions, LLC (Ostial), a Michigan limited liability company, to purchase substantially all of the assets of Ostial. Co. made an initial payment of $10,000,000 to Ostial in Jan. 2012 and an additional payment of $6,500,000 to Ostial in Aug. 2012. In addition, Co. is obligated to make contingent purchase price payments of up to $13,500,000 based on a percentage of future sales of products utilizing the Ostial PRO Stent Positioning System.

On Aug. 7, 2012, Co. purchased 422,594 special membership units, which represents an ownership interest of approximately 11.9%, of Blockade Medical LLC, a Delaware limited liability company, for an aggregate price of approximately $1,000,000, which is accounted for at cost.

On Nov. 19, 2012, Co. entered into an Asset Purchase Agreement with Janin Group, Inc. (dba MediGroup) (MediGroup), an Illinois corporation, to purchase substantially all of the assets of MediGroup. Co. made an initial payment of approximately $4,000,000 in Nov. 2012. In addition, Co. is obligated to make contingent payments of up to $150,000 per year during 2013, 2014 and 2015. Furthermore, Co. is obligated to make contingent purchase price payments of $150,000 per year in 2016 through 2022 if net sales of Medigroup products increase at least 8% in each subsequent year.

On Dec. 19, 2012, Co. consummated the transactions contemplated by a Stock Purchase Agreement with Vital Signs, Inc., an affiliate of GE Healthcare (Vital Signs), as seller, and purchased all of the issued and outstanding shares of Thomas Medical Products, Inc. (Thomas Medical), a Pennsylvania corporation. Co. made an initial payment of $167,000,000 to Vital Signs in Dec. 2012. Co. also paid approximately $3,700,000 in long-term debt issuance costs.

On Oct. 4, 2013, Co. acquired certain assets contemplated by an Asset Purchase Agreement it executed with Datascope Corp. Co. made a payment of approx. $27,500,000 to acquire these assets.

On Oct. 4, 2013, Co. acquired certain assets contemplated by an Asset Purchase Agreement with Radial Assist, LLC. Co. made a payment of approx. $2,500,000 to acquire these assets.

On May 8, 2014, Co. purchased 737,628 shares of the common stock of G Medix, Inc. (G Medix), for an aggregate price of approximately $1,800,000. Co.'s purchase of the G Medix shares represents an ownership interest in G Medix of approximately 19%. Co. made a refundable advance to G Medix of $350,000 in 2013 that was credited against the final purchase amount, resulting in $1,450,000 of cash purchase price paid to G Medix during 2014.

On Aug. 19, 2015, Co. purchased 116,279 shares of Series A Preferred Stock of Xablecath, Inc., a Delaware corporation (Xablecath), for an aggregate price of approximately $300,000. Co.'s ownership interest in Xablecath is approximately 14%.

On Feb. 4, 2016, Co. acquired from CryoLife, Inc. (CryoLife) certain assets related to the manufacture of, and inventory of, CryoLife's Hemodialysis Reliable Outflow Graft, or the HeRO® Graft, and related products for an aggregate purchase price of $18,500,000 in cash.

On July 6, 2016, Co.'s subsidiary, MMS Transaction Co. merged with and into DFINE, Inc. (DFINE), with DFINE continuing as the new subsidiary of Co. (the Merger). As a result of the Merger, the holders of certain series of the DFINE preferred stock became entitled to receive, in the aggregate, up to $97,500,000 in merger consideration, less approximately $28,000,000 in indebtedness, payment of DFINE transaction expenses, and other adjustments contemplated by the merger agreement. At the effective time and as a result of the Merger, each share of DFINE capital stock, and each option and warrant to purchase shares of DFINE capital stock of DFINE that was outstanding and unexercised immediately prior to the effective time, was cancelled.

On Dec. 19, 2016, Co. acquired 1,251,878 shares of common stock, which represents an ownership interest of approximately 19.5%, of Bluegrass Vascular Technologies, Inc. for $5,000,000.

On Jan. 31, 2017, Co. acquired substantially all the assets, including intellectual property covered by approximately 40 patents and pending applications, and assumed certain liabilities, of Catheter Connections, Inc., in exchange for a payment for $38,000,000.

On Jan. 31, 2017, Co. completed the acquisition of the critical care division of Argon Medical Devices, Inc. As part of the acquisition, Co. acquired several Argon subsidiaries located in Singapore, Japan and Europe, a manufacturing facility in Singapore, as well as approximately 100 registered trademarks and other intellectual property, and inventory located in the U.S. The transaction consideration was valued at approximately $10,000,000.

On July 3, 2017, Co. acquired the assets of Osseon LLC.

On Oct. 2, 2017, Co. acquired a custom procedure pack business located in Melbourne, Australia from ITL Healthcare Pty Ltd., for an aggregate purchase price of $11,300,000.

On Feb. 14, 2018, Co. acquired from Becton, Dickinson and Company (BD) various assets related to (i) a tunneled home drainage catheter product line then owned by C.R. Bard, Inc., a New Jersey corporation and (ii) a soft tissue core needle biopsy product line owned by BD for $100,000,000, subject to adjustment for fluctuations in the value of transferred inventory.

On Nov. 13, 2018, Co.'s wholly-owned subsidiary, CMI Transaction Co. merged with and into Cianna Medical, Inc. (Cianna), with Cianna continuing as the surviving corporation and a wholly-owned subsidiary of Co. (the Merger). As a result of the Merger, Co. has agreed to pay up to $200,000,000 in connection with its acquisition of Cianna, as follows: (i) $135,000,000 in cash in connection with closing, subject to standard adjustments for cash at closing, working capital and other matters; (ii)an earn-out payment of $15,000,000 payable upon the achievement by Cianna of certain manufacturing capacity and manufacturing cost milestones on or before June 30, 2019; and (iii) earn-out payments of up to $50,000,000 in the aggregate, payable at the rate of 175% of the amount by which annual net sales of Cianna products in each of 2019, 2020, 2021 and 2022 exceed annual net sales of Cianna products in the preceding fiscal year.

On Dec. 14, 2018, Co. acquired substantially all the assets of Vascular Insights, LLC (VI) and VI Management, Inc. (Management and, collectively with VI, the Sellers), which included, among other things, the ClariVein®IC system and the ClariVein®OC system (collectively, the Systems), which were specialty infusion and occlusion catheter systems with rotating wire tips designed for the controlled 360-degree dispersion of physician-specified agents to the targeted treatment area, in exchange Co. paid to VI an aggregate amount of $40,000,000 at closing of the Acquisition (the Cash Purchase Price), $4,000,000 of which was deposited into an escrow account to secure certain indemnification obligations of Sellers. The Cash Purchase Price was subject to increase or decrease based on the amount of inventory held by Sellers at closing of the Acquisition. In addition to the Cash Purchase Price, Co. agreed to make certain contingent payments, subject to off-set for customary indemnification obligations, to VI as follows: (a) up to an additional $10,000,000 if net sales of the Systems exceed $15,000,000 on or prior to Dec. 31, 2023; and (b) up to an additional $10,000,000 if net sales of the Systems exceed $20,000,000 on or prior to Dec. 31, 2023.

On June 14, 2019, Co. acquired Brightwater Medical Inc. The purchase consideration consisted of an upfront payment of $35,000,000 plus a final working capital adjustment of approximately $39,000, net of cash acquired, with potential earn-out payments of up to an additional $5,000,000 for achievement of CE certification with respect to the Brightwater ConvertX®, a single-use device used to replace a series of devices and procedures used to treat severe obstructions of the ureter, and up to an additional $10,000,000 for the achievement of sales milestones specified in the merger agreement.

On June 8, 2023, Co. acquired dialysis product portfolio and BioSentry tract sealant system biopsy product of AngioDynamics, Inc., a Delaware corporation for a purchase price equal to $100,000,000 in cash, subject to the terms and conditions of the Asset Purchase Agreement.



History for 2023

(select year below)

2023

On June 8, 2023, Co. acquired dialysis product portfolio and BioSentry tract sealant system biopsy product of AngioDynamics, Inc., a Delaware corporation for a purchase price equal to $100,000,000 in cash, subject to the terms and conditions of the Asset Purchase Agreement.