The acquisition of Surmodics, Inc. (SRDX) by GTCR for $627 million. Under the terms of the agreement, affiliates of GTCR will acquire all the outstanding shares of Surmodics for $43.00 per share in cash. (Press Release)

Expected to close in the second half of 2024 for a closing value of $627 million. Under the terms of the agreement, affiliates of GTCR will acquire all the outstanding shares of Surmodics (SRDX) for $43.00 per share in cash.

Merger Agreement, Press Release

Termination Fee: 

Surmodics to GTCR (Company Termination Fee): $20.38 million.

GTCR to Surmodics (Parent Termination Fee): $47.03 million

GTCR to Surmodics (Parent Regulatory Termination Fee): $50.17 million

Outside Date: February 28, 2025 (might be extended to May 28, 2025; August 28, 2025 or November 28, 2025).

Surmodics, Inc. Investor Relations.

GTCR Investor Relations

Update(s):

June 27, 2024: Surmodics (SRDX) filed a preliminary proxy statement for its merger with GTCR. The companies expect the merger to be completed in the second half of 2024. The completion of the merger would require antitrust clearance in the United States.

July 8, 2024: Surmodics (SRDX) filed a definitive proxy statement for its merger with GTCR. The special meeting of the shareholders of Surmodics is scheduled to be held on August 13, 2024.

August 12, 2024: Surmodics (SRDX) received a request for additional information and documentary materials (Second Request) from the Federal Trade Commission (FTC), in connection with the FTC’s review of the merger.

November 6, 2024: The Merger was approved by Surmodics’ (SRDX) shareholders at a special meeting on August 13, 2024. The company and GTCR currently expect to consummate the Merger in the company’s second fiscal quarter ending March 31, 2025.

March 6, 2025: The Federal Trade Commission sued to block GTCR’s acquisition of Surmodics (SRDX), alleging that the deal, which seeks to combine the two largest manufacturers of critical medical device coatings, is anticompetitive. The FTC charges that private equity firm GTCR’s proposed acquisition of Surmodics would create a combined company controlling more than 50% of the market for outsourced hydrophilic coatings. These coatings are often used by medical device manufacturers and are applied to lifesaving medical devices such as catheters and guidewires. GTCR currently owns a majority stake in Biocoat, which is the second-largest provider of outsourced hydrophilic coatings. Surmodics is the largest provider of outsourced hydrophilic coatings. GTCR’s acquisition of Surmodics would lead to a highly concentrated market for outsourced hydrophilic coatings and eliminate significant head-to-head competition between Biocoat and Surmodics. This direct competition has spurred lower prices, higher quality coatings, and product innovation. The proposed deal would change those competitive dynamics and harm medical device manufacturers as well as patients, the complaint states. Given these dynamics, it is unlikely any new coating provider could emerge to meaningfully compete with GTCR and Surmodics post-merger, the FTC’s complaint alleges. The Commission vote to issue an administrative complaint and authorize staff to seek a temporary restraining order and a preliminary injunction was 4-0. The federal court complaint and request for preliminary relief will be filed in the U.S. District Court for the Northern District of Illinois to halt the transaction pending an administrative proceeding.

Surmodics in response to FTC's decision said, “Surmodics respectfully disagrees with the FTC's decision and remains committed to completing the Merger. Surmodics remains confident in both its rationale for the Merger and the value it will bring to all stakeholders, including shareholders, customers and patients. We have worked constructively with the FTC over the last several months to secure regulatory approval for the Merger and are disappointed by its decision to initiate litigation, as the Merger is pro-competitive.” Surmodics intends to vigorously defend this case in court in order to complete the Merger.

August 8, 2025: Surmodics (SRDX) announced that the hearing in federal court on the temporary restraining order and a preliminary injunction from FTC has been scheduled to begin on August 21, 2025.

August 21, 2025: Bloomberg reported that the acquisition of Surmodics (SRDX) by GTCR would harm competition for life-saving technologies, the Federal Trade Commission said at the start of a trial to block the deal. Combining the manufacturers of so-called hydrophilic — or water-loving — coatings would give Chicago-based private equity firm GTCR a 60% share of the market, FTC lawyer Maia Perez said during opening statements. The FTC is seeking to persuade a federal judge to halt GTCR’s purchase of Surmodics, the No. 1 producer of the coatings, because it already owns a majority stake in the No. 2 company in the market, Biocoat. Hydrophilic coatings enable catheters, guidewires, implants and other medical devices to move smoothly through a patient’s blood vessels during medical procedures. Biocoat and Surmodics compete to offer “safer, sleeker, more durable” products, Perez said. “Surmodics and Biocoat are not just two players; they are the most important players,” Perez told Judge Jeffrey Cummings, who is overseeing the trial in Chicago. “When it comes to alternatives, one is better than none.”