BardyDx, with annualized revenue of approximately $30 million, provides a differentiated, wearable bio-sensing technology, the Carnation Ambulatory Monitor (or CAM™ patch), that is engineered for patient-comfort, superior P-wave clarity, exceptional diagnostic yield and superior clinical accuracy. The acquisition of BardyDx complements Hillrom's current cardiology portfolio of cardiac stress exercise, Holter and resting electrocardiography (ECG) devices. We look forward to welcoming the 230 employees who will join us in our mission of enhancing outcomes for patients and their caregivers."
"BardyDx brings a talented team with significant commercial, clinical and scientific expertise, and dedicated independent diagnostic testing facilities. "This acquisition provides Hillrom with a highly strategic and differentiated diagnostic cardiology platform aligned with our vision of Advancing Connected Care™, as well as an attractive recurring, high-growth revenue stream and gross margin profile," said Hillrom President and CEO John Groetelaars. Hillrom is also acquiring net operating losses valued at more than $20 million that are expected to result in future tax benefits. Under the terms of the agreement, Hillrom will purchase BardyDx for a cash consideration of $375 million and future potential payments based on the achievement of certain commercial milestones. (BardyDx), an innovator in digital health and a leading provider of ambulatory cardiac monitoring technologies. 19, 2021 /PRNewswire/ - Hillrom (NYSE: HRC) today announced it has reached a definitive agreement to acquire Bardy Diagnostics, Inc. Bill was assisted by Elise Scoles.īardy’s counsel was led by David Berger, Steven Guggenheim, Brad Sorrels, Andrew Cordo, Jessica Hartwell, Lindsay Faccenda Benjamin Potts, Nora Crawford, and Jeremy Gagas of Wilson Sonsini Goodrich & Rosati, P.C.Hillrom Advances Digital Health Offering With Expansion Into Attractive Ambulatory Cardiac Monitoring SegmentĬHICAGO, Jan.
The Court relied on the expert testimony of William Jeffers, CFA in ruling that an MAE had not occurred and that Hillrom would have to complete the acquisition as originally agreed. Furthermore, Bardy was not disproportionately affected by the change in the Medicare reimbursement rates, compared with similarly situated companies. Bardy argued that an MAE had not occurred because the risks associated with the Medicare reimbursement were previously known to Hillrom the change in Medicare rates was specifically addressed in the purchase agreement and that Hillrom hedged the effect of a reduction in the Medicare rates that would have resulted in lower earn-out payments. Medical equipment provider Hillrom attempted to back out of its purchase of Bardy, claiming that a reduction in the Medicare reimbursement rate for Bardy’s cardiac-monitoring technology qualified as a “Material Adverse Effect” (MAE) under the purchase agreement.īardy filed suit, seeking a court order to force Hillrom to close the transaction.
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The Griffing Group was retained by Bardy Diagnostics, the seller in a $500 million transaction, and its counsel, Wilson Sonsini, in an expedited trial in the Delaware Court of Chancery. Material Adverse Effect Similarly Situated Companies Disproportional Effect
et al.ĭelaware Court of Chancery, Consol.
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