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SOUTH JORDAN, Utah, Oct. 15, 2025 (GLOBE NEWSWIRE) -- Merit Medical Systems, Inc. (NASDAQ:MMSI), a global leader of healthcare technology, today announced it has signed a definitive asset purchase agreement with Pentax of America, Inc., a subsidiary of PENTAX® Medical, Inc., to acquire the C2 CryoBalloon™ device and related technology. The closing of the proposed transaction is expected to occur during the fourth quarter of 2025, subject to the receipt or waiver (in accordance with the provisions of the asset purchase agreement) of certain customary closing conditions.
"The proposed acquisition reflects Merit's commitment to advancing minimally invasive solutions for gastrointestinal disorders. We're excited to welcome new team members and expand our portfolio, empowering physicians to improve patient outcomes worldwide," said Martha G. Aronson, Merit's President and CEO.
The proposed acquisition is intended to strengthen Merit's position in the gastroenterology market and provide opportunities to treat more patients suffering from the effects of chronic gastroesophageal reflux disease (GERD) and other gastrointestinal tissue disorders. The C2 CryoBalloon delivers controlled freezing treatments to drive targeted ablation and precise destruction of unwanted soft tissue.
A common digestive disorder, GERD occurs when the lower esophageal sphincter does not tighten correctly, allowing acid from the stomach to enter the esophagus. When this occurs chronically, it can result in serious health conditions, such as esophageal damage, Barrett's esophagus, and cancer. The C2 CryoBalloon treats Barrett's esophagus, as well as a less-common vascular disorder, gastric antral vascular ectasia (GAVE) syndrome, by freezing and eliminating abnormal cells while still maintaining the integrity of surrounding tissue structures.
"We believe this purchase will help our team optimize commercial activities in the multibillion-dollar gastroenterology market and provide physicians with more options to help care for their patients," said Fred P. Lampropoulos, Merit's Chairman of the Board.
"C2 technology has been an exciting part of PENTAX Medical's journey since 2017. The C2 CryoBalloon holds promise across a range of therapeutic applications. We are pleased to announce that Merit will be the new home for C2, unlocking its potential," stated Dominique Vincent, President of PENTAX Medical. "With its expanding footprint in upper gastrointestinal treatments and deep expertise in the field, Merit is ideally positioned to accelerate C2's growth, making it available to even more patients and clinicians worldwide."
Merit intends to integrate the C2 CryoBalloon business into its Endoscopy portfolio, complementing its existing products and customer base.
Over the next few months, Merit plans to transfer product manufacturing to its facility in South Jordan, Utah. Merit anticipates that some of the PENTAX employees currently engaged in the C2 CryoBalloon business will be joining Merit, bringing their knowledge and expertise to the team.
Financial Summary
Merit proposes to acquire the C2 CryoBalloon assets from Pentax of America, Inc. for total purchase consideration of $22 million, consisting of a $19 million cash payment at closing and potential contingent payments of up to $3 million payable upon meeting certain milestones. The acquired assets are projected to contribute revenue, from a projected closing date of November 1, 2025 through December 31, 2025, of approximately $1 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, by approximately $0.4 million and $0.01, respectively. The acquisition is projected to be dilutive to Merit's full-year 2025 GAAP net income and GAAP earnings per share by approximately $0.5 million and $0.01, respectively.
The proposed acquisition is projected to contribute revenue in the range of approximately $6 million to $8 million for the twelve months ending December 31, 2026, and to be dilutive to Merit's non-GAAP net income and non-GAAP earnings per share in the range of approximately $1 million to $2 million, or $0.02 - $0.03 per share, respectively, and to be accretive thereafter. The proposed acquisition is projected to be dilutive to Merit's GAAP net income and GAAP earnings per share in the range of approximately $2 million to $3 million, or $0.03 - $0.05 per share, respectively.
Non-GAAP net income and non-GAAP earnings per share are non-GAAP financial measures. A quantitative reconciliation of the impacts on such financial measures as set forth above to the impacts on comparable GAAP financial measures is not available without unreasonable effort.
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Posted In: MMSI
