Bioventus Inc. (BVS) Earnings Call Transcript & Summary

Good day, and welcome to the Bioventus Inc. Special Meeting of Stockholders. I would now like to turn the conference over to Ken Reali. Please go ahead.

Good morning, and welcome to the Bioventus Inc. Special Meeting of Stockholders. I am Ken Reali, Chief Executive Officer and a member of the Board of Directors of Bioventus Inc. and the Chairperson of today's meeting. This special meeting is being held completely by virtual means. I am very happy to welcome you to the special meeting of stockholders. Before I call the meeting to order, I'll also like to introduce Greg Anglum, our Chief Financial Officer and Senior Vice President; and Tony D'Adamio, our General Counsel and Corporate Secretary, who are also here with us today. The other members of the Board present at the meeting today include Bill Hawkins, our Board Chairman; Phil Cowdy; Guido Neels; Guy Nohra; Susan Stalnecker; and Mary Kay Ladone. I will now call the meeting to order. The meeting will now officially come to order. We will proceed with the formal business of the meeting as set forth in the notice of special meeting and proxy statement. Each of you should see links to the proxy statement and prospectus agenda for the meeting and the rules of conduct for the meeting on the virtual meeting website. To conduct an orderly meeting, we ask that participants abide by these rules. The Board of Directors has set the close of business on September 22, 2021, as the record date for determination of the stockholders entitled to vote at this meeting. Each share of Bioventus common stock is entitled to cast 1 vote on the matter voted upon at this meeting. The inspector of election has a complete list of the holders of record of the outstanding shares of Bioventus common stock as of the record date for this meeting. On or about September 24, 2021, written notice of the Special Meeting of Stockholders together with a proxy statement and a form of proxy was mailed to each stockholder of record at the close of business on the record date for this meeting. We have an affidavit of distribution executed by a representative of Broadridge Financial Solutions, certifying the date that the notice of this meeting, the proxy statement and the proxy card were first sent to Bioventus stockholders of record. This affidavit of distribution will be filed with and made a part of this meeting's formal minutes. The proxy card designates Greg Anglum and me with full power of substitution as the proxy holders for this meeting. At this time, I'd like to introduce Paul Ramirez, a representative of Broadridge Financial Services. Mr. Ramirez has been appointed to act as inspector of election at today's meeting. Paul Ramirez has signed with customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of this meeting. I now ask that the inspector of election to report on the existence of a quorum and the number of votes entitled to be cast at this special meeting.

Thank you, Mr. Reali. As of the record date, September 22, 2021, there were 56,849,338 shares of Bioventus common stock outstanding and eligible to be voted at this meeting. Of such amount, a majority are present in person, virtually or by properly executed proxy. Accordingly, a quorum exists for this special meeting.

Thank you, Mr. Ramirez. We will now proceed with the formal business of this meeting. There are 2 proposals to be considered by the stockholders at this meeting. The Board of Directors unanimously recommends that the stockholders vote for each of each of proposals 1 and 2. Proposal 1, Bioventus share issuance proposal. The first item of business is a proposal to approve the issuance of shares of Bioventus Class A common stock to the stockholders of Misonix, Inc. in connection with the mergers contemplated by the agreement and plan of merger dated July 29, 2021, as it may be amended from time to time, by and among Bioventus, Oyster Merger Sub I, Inc., a wholly owned subsidiary of Bioventus; Oyster Merger Sub II, LLC, a wholly owned subsidiary of Bioventus and Misonix. We refer to this proposal as the Bioventus share issuance proposal. Proposal 2, Bioventus adjournment proposal. The second item of business is a proposal to approve the adjournment of this special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Bioventus share issuance proposal or to ensure that any supplement or amendment to the proxy statements and prospectus is timely provided to Bioventus stockholders. The affirmative vote of the holders of a majority and voting power of the votes cast therein at this special meeting is required to approve the first proposal. The affirmative vote of the holders of a majority in voting power of the votes cast therein at this special meeting is required to approve the second proposal. The time is now 11:07 a.m., and the polls are now open for voting on the matters before this meeting. [Operator Instructions] Only validated stockholders may ask questions in the designated field on the web portal. [Operator Instructions] The voting is by proxy and online. You do not need to vote online if you have already sent in your signed proxy or if you have voted by telephone or Internet prior to this meeting. If you intend to vote and have not already done so, you must submit your vote now in order for it to be counted. You can vote now by using the vote feature in the bottom right-hand corner of the screen. We will pause for any votes to be completed online. We will not accept votes, proxies, revocations or changes after the closing of the polls. We will now pause for approximately 2 minutes to allow the voting to occur. [Voting]

Okay. While the remaining votes are being cast and counted, I will review and respond to any appropriate questions submitted by stockholders concerning the formal business of this meeting. There are no questions, and I declare the polls are now closed. The time is now 11:10 a.m. and the polls are now closed for voting. The inspector of election will count the votes. Thank you very much. I will now ask Mr. Anglum to cause the final report of the inspector of election to be kept with Bioventus records of the special meeting once prepared. Based on the preliminary report of the inspector of election, the Bioventus share issuance proposal has been approved by the affirmative vote of the holders of a majority and voting power of the votes cast and, therefore, has been approved. Because of the first proposal has been approved, the proposal to adjourn the special meeting is not necessary and will now not be acted upon. The final tally of the votes will be published within 4 business days in a current report on a Form 8-K to be filed with the Securities and Exchange Commission. This concludes the meeting. I want to thank you for attending and for your interest in and support of Bioventus. There being no further business to come before the meeting, this meeting is now adjourned and you may disconnect. Thank you all.

The conference has now concluded. Thank you for attending today's meeting. You may now disconnect.