Exhibit 99.1
Organogenesis Announces Completion of Exchange Offer
and Plan to Exchange Remaining Outstanding Public Warrants
CANTON, MASSACHUSETTS (August 19, 2019) — Organogenesis Holdings Inc. (Nasdaq: ORGO) (the “Company”) announced today the completion of its previously announced exchange offer (the “Offer”) and consent solicitation relating to its publicly traded warrants. On August 19, 2019, the Company accepted all 29,950,150 publicly traded warrants tendered, representing approximately 97% of the total public warrants outstanding, and expects to issue an aggregate of 2,845,280 shares of Class A common stock (“Common Stock”) in exchange. The Company also executed an amendment to the warrant agreement governing its outstanding public warrants and expects to exchange all remaining untendered public warrants on September 3, 2019 in exchange for approximately 80,422 shares of Common Stock (the “Redemption”).
In addition, pursuant to the terms of a previously announced Warrant Exchange Agreement, Avista Capital Partners IV L.P., and Avista Capital Partners IV (Offshore), L.P. are exchanging an aggregate of 4,100,000 private placement warrants for an aggregate of 389,501 shares of our Common Stock (at the same exchange ratio offered to the public warrant holders in the Offer) (the “Private Exchange”).
“We are pleased to successfully complete the warrant exchange offer,” said Gary S. Gillheeney, Sr., President and Chief Executive Officer of Organogenesis. “This key event improves our capital structure, mitigates potential future dilution and we believe immediately enhances the liquidity of our Common Stock.”
In connection with the Offer, the Private Exchange and the Redemption, the Company expects to issue a total of approximately 3,315,203 shares of its Common Stock, approximately 3.6% of the shares of Common Stock outstanding as of August 16, 2019, and expects to cancel an aggregate of 34,990,748 warrants exercisable for an aggregate of 17,495,374 shares of Common Stock.
This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, the securities described herein, and is also not a solicitation of the related consents. The Offer was made only pursuant to the terms and conditions of the Tender Offer Statement on Schedule TO, as amended, and related exhibits, including the Amended and Restated Offer to Exchange Letter and Consent Solicitation, Amended and Restated Letter of Transmittal and Consent and other related documents.
About Organogenesis Holdings Inc.
Organogenesis Holdings Inc. is a leading regenerative medicine company offering a portfolio of bioactive and acellular biomaterials products in advanced wound care and surgical biologics, including orthopedics and spine. Organogenesis’s comprehensive portfolio is designed to treat a variety of patients with repair and regenerative needs. For more information, visit www.organogenesis.com. Information on our website is not part of this release.
Forward-Looking Statements
In addition to historical information, this release may contain a number of “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, without limitation, information concerning completion of the Offer to Exchange, the terms and timing of the Offer to Exchange, and the impact of completion of the Offer to Exchange. The Company may modify the terms or timing of the Offer to Exchange with requisite notice. These statements are based on the Company’s management’s current expectations and beliefs, as well as a number of assumptions concerning future events. When used in this press release, the words “may,” “expect,” “estimate,” “project,” “purpose,” “plan,” “believe,” “intend,” “anticipate,” “will,” “continue,” “potential,” “should,” “could,” and similar terms and phrases are intended to identify forward-looking statements. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve certain assumptions, risks and uncertainties. These forward-looking statements represent the Company’s current expectations or beliefs concerning future events, and it is possible that the results described in this release will not be
