SOUTH JORDAN, Utah — Merit Medical Systems, Inc. (NASDAQ: MMSI), a global leader of healthcare technology, announced that it has acquired Biolife Delaware, L.L.C. (“Biolife”) in a merger transaction through which Biolife has become a wholly-owned subsidiary of Merit. Biolife, which is headquartered in Sarasota, Florida, manufactures unique patented hemostatic devices under the brand names StatSeal and WoundSeal.
The aggregate transaction consideration, paid in cash and assumption of Biolife liabilities, was approximately $120 million. This strategic acquisition positions Merit to provide clinicians with more products designed to standardize, simplify, and minimize post-procedure care and maintenance.
Many Merit products operate through small openings in the skin that require efficient solutions to stop bleeding, help patients recover, and minimize costly complications. In such cases, StatSeal specifically works with the patient‘s blood to rapidly form a protective seal over the procedure site. Adding StatSeal to Merit‘s hemostasis portfolio is intended to provide healthcare partners with an additional effective solution that complements a wide range of percutaneous procedures, including interventional radiology and cardiology, dialysis, electrophysiology, biopsy, and drainage.
“We are excited to enhance the portfolio of hemostatic solutions offered to clinicians with the acquisition of Biolife,” said Fred P. Lampropoulos, Merit‘s Chairman and Chief Executive Officer. “The acquisition provides effective, differentiated, hemostatic solutions for all percutaneous devices with a broad range of clinical applications including vascular closure and indwelling catheter bleeding complications. BioLife’s StatSeal and WoundSeal products address an estimated $350M global market opportunity, are clinically validated, and will enhance our ability to deliver comprehensive solutions to our customers. Moreover, with Merit‘s resources and expertise, we believe we are well positioned to further develop and expand the reach of these product lines, ultimately benefiting patients and healthcare providers globally.”
Mr. Lampropoulos continued, “We have updated our full-year 2025 financial guidance to include the projected impact of this acquisition from the merger effective date of May 20, 2025 to December 31, 2025 and we have reaffirmed our updated full-year 2025 financial guidance previously issued on April 24, 2025. While we anticipate the transaction will be slightly dilutive to our full-year 2025 non-GAAP profitability given the partial-year contribution, we believe the financial profile of this acquisition is very attractive and is consistent with our goal of delivering sustainable, constant currency growth, improving profitability and strong free cash flow generation. We look forward to discussing this acquisition in further detail on our second quarter earnings report on July 30, 2025.”
Non-GAAP net income; non-GAAP earnings per share; non-GAAP gross margin; non-GAAP operating margin and constant currency revenue are non-GAAP financial measures. A quantitative reconciliation of such financial measures to comparable GAAP financial measures is not available without unreasonable effort.
For more information about Merit Medical and the StatSeal and WoundSeal product lines, please visit www.merit.com.
Financial Summary
Merit believes that the acquired assets generated approximately $15 million of revenue over the twelve-month period ended December 31, 2024. The acquired assets are expected to contribute revenue, from the merger effective date of May 20, 2025 through December 31, 2025, in the range of $10 to $11 million and are projected, during the same period of time, to dilute Merit‘s previously forecasted non-GAAP net income and non-GAAP earnings per share, inclusive of approximately $3.0 million of lower interest income on cash balances used for the total purchase consideration and excluding approximately $7.2 million of non-cash and non-recurring transaction-related expenses, and to be dilutive to Merit‘s full-year 2025 GAAP net income and GAAP earnings per share.
The acquisition is projected to be accretive to non-GAAP gross margin, non-GAAP operating margin in 2025 and slightly accretive to non-GAAP net income and non-GAAP earnings per share in 2026. The acquisition is projected to be dilutive to Merit‘s GAAP net income and GAAP earnings per share in the first full-year post close and accretive thereafter.
Updated Fiscal Year 2025 Financial Guidance
Merit‘s updated full-year 2025 financial guidance now reflects the projected impacts of the Biolife acquisition from the merger effective date of May 20, 2025 through December 31, 2025. Merit is otherwise reaffirming prior full-year 2025 financial guidance previously announced on April 24, 2025.
Based upon the information currently available to Merit‘s management, for the year ending December 31, 2025, after giving effect to the Biolife acquisition and absent material acquisitions, non-recurring transactions or other factors beyond Merit‘s current expectations, Merit now expects the following financial results:
Revenue and Earnings Guidance*
| Updated Guidance | Prior Guidance(2) | ||||
| Financial Measure | Year Ending | % Change | Year Ending | % Change | |
| December 31, 2025 | Y/Y | December 31, 2025 | Y/Y | ||
| Net Sales | $1.480 - $1.501 billion | 9% - 11% | $1.470 - $1.490 billion | 8% - 10% | |
| Cardiovascular Segment | $1.407 - $1.426 billion | 8% - 10% | $1.397 - $1.415 billion | 7% - 9% | |
| Endoscopy Segment | $73.0 - $75.0 million | 34% - 37% | $73.0 - $75.0 million | 34% - 37% | |
| Non-GAAP | |||||
Earnings Per Share | $3.28 - $3.41 | (5%) - (1%) | $3.29 - $3.42 | (5%) - (1%) |
*Percentage figures approximated; dollar figures may not foot due to rounding(1) Merit‘s non-GAAP earnings per share reflect the dilutive impact of its 3.00% Convertible Senior Notes due 2029 (the “Convertible Notes”) calculated using the if-converted method of approximately $0.05 for the year ending December 31, 2025. Any offsetting impacts of the capped call associated with the Convertible Notes are not considered(2) “Prior Guidance” reflects Merit‘s full-year 2025 financial guidance, previously updated on April 24, 2025.
2025 Net Sales Guidance - % Change from Prior Year (Constant Currency) Reconciliation*
| Updated Guidance | Prior Guidance(1) | |||||||||||
| Low | High | Low | High | |||||||||
| 2025 Net Sales Guidance - % Change from Prior Year (GAAP) | 9.1 | % | 10.7 | % | 8.4 | % | 9.8 | % | ||||
| Estimated impact of foreign currency exchange rate fluctuations | 0.4 | % | 0.4 | % | 0.4 | % | 0.4 | % | ||||
| 2025 Net Sales Guidance - % Change from Prior Year (Constant Currency) | 9.5 | % | 11.0 | % | 8.7 | % | 10.2 | % |
*Percentage figures approximated and may not foot due to rounding(1)“Prior Guidance” reflects Merit‘s full-year 2025 financial guidance, previously introduced on April 24, 2025.
Merit does not provide guidance for GAAP reported financial measures (other than revenue) or a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable GAAP reported financial measures (other than revenue) because Merit is unable to predict with reasonable certainty the financial impact of various items which could impact Merit‘s future financial results, such as expenses attributable to acquisitions or other extraordinary transactions, non-cash expenses related to amortization or write-off of previously acquired tangible and intangible assets, certain employee termination benefits, performance-based stock compensation expenses, expenses resulting from non-ordinary course litigation or administrative proceedings and resulting settlements, governmental proceedings, and changes in governmental or industry regulations. These items are uncertain, depend on various factors, and could have a material impact on GAAP reported results for the guidance period. For the same reasons, Merit is unable to address the significance of the unavailable information, which could be material to future results. Specifically, Merit is not, without unreasonable effort, able to reliably predict the impact of these items and Merit believes inclusion of a reconciliation of these forward-looking non-GAAP measures to their GAAP counterparts could be confusing to investors or cause undue reliance.
Merit‘s financial guidance for the year ending December 31, 2025 is subject to risks and uncertainties identified in this release and Merit‘s filings with the U.S. Securities and Exchange Commission (the “SEC”). This guidance is based on information and estimates available to Merit as of May 20, 2025. Should known or unknown risks or uncertainties materialize or should underlying assumptions prove inaccurate, actual results will likely vary, and could vary materially, from past results and those anticipated, estimated or projected.
Advisors:
Piper Sandler & Co. acted as a financial advisor to Merit. Parr Brown Gee & Loveless P.C. served as legal advisor to Merit. Nelson Mullins Riley & Scarborough LLP served as legal advisor to Biolife.
ABOUT MERIT
Founded in 1987, Merit Medical Systems, Inc. is engaged in the development, manufacture, and distribution of proprietary medical devices used in interventional, diagnostic, and therapeutic procedures, particularly in cardiology, radiology, oncology, critical care, and endoscopy. Merit serves customers worldwide with a domestic and international sales force and clinical support team totaling more than 800 individuals. Merit employs approximately 7,300 people worldwide.
ABOUT BIOLIFE, L.L.C.
Biolife Delaware, L.L.C., headquartered in Sarasota, Florida, manufactures innovative healthcare and first-aid solutions designed to improve patient quality of life. Biolife’s products consist of a powder with two main ingredients: potassium ferrate and a hydrophilic polymer. The products work independently of the clotting cascade to seal the wound or vascular access site while accelerating hemostasis. StatSeal products for the healthcare industry are available in powder and disc (compressed powder) form. WoundSeal products for the consumer and occupational health industries are available in powder form.