As previously disclosed, on July 29, 2021, Bioventus Inc. (Bioventus), Oyster Merger Sub I, Inc., a wholly owned subsidiary of Bioventus
(Merger Sub I), Oyster Merger Sub II, LLC, a wholly owned subsidiary of Bioventus (Merger Sub II), and Misonix, Inc. (Misonix) entered into an Agreement and Plan of Merger, as it may be amended from time to time the
(merger agreement) that provides for the acquisition of Misonix by Bioventus. Upon the terms and subject to the conditions of the merger agreement, Bioventus will acquire Misonix through a merger of Merger Sub I with and into Misonix,
with Misonix continuing as the surviving corporation, which is referred to as the first merger, followed by a merger of Misonix with and into Merger Sub II, with Merger Sub II continuing as the surviving entity and a wholly owned
subsidiary of Bioventus, which is referred to as the second merger and, together with the first merger is referred to as the mergers.
In connection with the mergers, Bioventus filed a registration statement (Registration No. 333-259392) on Form S-4, dated September 8, 2021, as amended as of September 22, 2021 (the Registration Statement), and a definitive proxy statement/prospectus, dated September 24, 2021 (the Definitive
Proxy Statement) with the U.S. Securities and Exchange Commission (the SEC) with respect to the special meeting of Bioventus stockholders (the Special Meeting) via live webcast on October 26, 2021, beginning at
11:00 a.m., Eastern Time. At the Special Meeting, the stockholders of Bioventus will be asked to, among other things, consider and vote on the issuance of shares of Bioventus Class A common stock to the Misonix stockholders in connection with
the mergers contemplated by the merger agreement.
As further described below, subsequent to the filing of the Definitive Proxy Statement, two lawsuits
had been filed relating to the merger in federal courts by purported individual shareholders against Misonix and its directors. The complaints generally allege that the Definitive Proxy Statement misrepresents and/or omits certain purportedly
material information and asserts violations of Section 14(a) and Section 20(a) of the Securities Exchange Act of 1934, as amended, and SEC Rule 14a-9 promulgated thereunder. The alleged material
misstatements and omissions relate to, among other topics, Misonixs and Bioventus projections and J.P. Morgans financial analysis.
Bioventus believes that these complaints lack merit. While Bioventus believes that the disclosure set forth in the joint proxy statement/prospectus included
with the Registration Statement and the Definitive Proxy Statement fully complied with applicable law, to moot certain of the plaintiffs disclosure claims, to avoid nuisance, potential expense and delay and to provide additional information to
its stockholders, Bioventus has determined to voluntarily supplement the Definitive Proxy Statement with the disclosure set forth herein. Nothing herein is or should be deemed to be an admission of the legal necessity or materiality under applicable
law of any of the disclosure set forth herein or in the Definitive Proxy Statement. To the contrary, Bioventus denies all allegations in the complaints that any additional disclosure was or is required.
SUPPLEMENTAL DISCLOSURES
The following
information supplements the Definitive Proxy Statement and should be read in conjunction with the Definitive Proxy Statement, which should be read in its entirety. All page references are to pages in the Definitive Proxy Statement, and terms used
below have the meanings set forth in the Definitive Proxy Statement. New text within restated language from the Definitive Proxy Statement is highlighted with bold, underlined text and removed language within restated language from the
Definitive Proxy Statement is indicated by strikethrough text.
The section of the Definitive Proxy Statement entitled
Summary Term SheetLitigation Relating to the Merger is amended and supplemented as follows:
The first paragraph under the
section entitled Summary Term Sheet Litigation Relating to the Merger on page 35 of the Definitive Proxy Statement is hereby amended and supplemented by deleting the strikethrough text and adding the following bolded and underlined
text:
On September 15, 2021, a purported stockholder of Misonix filed an action in the United States District Court for the Eastern District of
New York, captioned Stein v. Misonix, Inc., et al., Case No. 2:21-cv-05127 (E.D.N.Y) (the Stein Complaint). The Stein Complaint names Misonix and members of
its board of directors as defendants. On September 16, 2021, another purported stockholder of Misonix filed an action in the United States District Court for the Southern District of New York,