Ranked first among MWA medical device providers in thyroid nodule and breast lump treatment with approximately 35% market share in China
Extensive distribution network with over 430 hospitals penetrated and national coverage across 21 provinces, municipalities, and autonomous regions in China
Proposed transaction represents a pre-money equity value of $300 million for Baird Medical and an implied pro forma enterprise value of approximately $370 million for the combined company
Existing Betters shareholders will roll 100% of their current equity holdings into equity of the combined company
SAN FRANCISCO and GUANGZHOU, China, June 26, 2023 /PRNewswire/ -- Baird Medical Investment Holdings Limited ("Baird Medical" or the "Company"),[2] a medical technology company, and ExcelFin Acquisition Corp. ("ExcelFin") (NASDAQ: XFIN), a publicly traded special purpose acquisition company, have entered into a definitive business combination agreement that would result in Baird Medical becoming a publicly traded company. Upon the closing of the proposed transaction between Betters and ExcelFin, the combined company will operate as Baird Medical Investment Holdings Limited and be listed on the Nasdaq under the new ticker symbol BDMD.
Baird Medical is a leading microwave ablation (MWA) medical device developer and provider in China. MWA has gained increasing recognition in China as a treatment for several tumor types, with benefits to patients, doctors, and public healthcare costs. According to Frost & Sullivan, Baird Medical is the largest MWA medical device provider for thyroid nodules and breast lump treatment in China.
Baird Medical Investment Highlights
Leader in a Large, Underserved Market: The medical device market in China has a current estimated value of approximately $146 billion, and is predicted to grow by approximately 7.8% per annum between 2023 and 2026. Baird Medical's devices strategically and efficiently target specialty treatment areas, including thyroid nodules, breast lumps, and liver cancer. With its proprietary MWA medical devices, Baird Medical is ranked first among MWA medical device providers in thyroid nodule and breast lump treatment, with approximately 35% market share in China.
Extensive Sales and Distribution Network: Since being founded in 2012, Baird Medical has established nationwide coverage in China through partnerships with over 100 distributors. This extensive distribution network has enabled Baird Medical to penetrate over 430 hospitals, including over 250 Grade III hospitals. With more than 60% of its total 2022 revenue from direct sales to hospitals with higher margins, for fiscal year 2022, Baird Medical has been able to achieve a net income of $13 million and an attractive adjusted EBITDA margin of 55%.[3]
Strong R&D Capabilities: Baird Medical has built an experienced in-house R&D team led by industry experts. The Company actively collaborates with well-regarded institutions to drive innovation and develop cutting-edge medical solutions. Baird Medical has 38 registered patents and was the first company to obtain a Class III medical device registration certificate for MWA medical devices specifically indicated for thyroid nodules in China.
Delivering Value to all Stakeholders in the Value Chain: The Company believes that MWA offers patients a safe, minimally invasive treatment option with rapid recovery times. For hospitals, Baird Medical's MWA treatment offers shorter observation times and hospital stay periods, increasing operational efficiency. For medical practitioners, MWA treatment requires shorter operation times and involves relatively low risk as compared to open surgery. For insurers, MWA treatment decreases medical expenses for both private providers and the government.
Multiple Levers for Growth: Baird Medical has long planned to develop the Company into a global medical device company, and aims to expand into the U.S., EU, and Southeast Asia within the next three years. To capture global market share, Baird Medical is in the process of applying for additional Class III medical device registration certificates for proprietary MWA medical devices specifically indicated for pulmonary nodules and other conditions. Furthermore, the Company intends to apply for FDA registration in the U.S. and CE Marks registration in the EU.
Strong Financial Profile: Baird Medical recorded revenues of $35 million in 2022, representing a 28% increase from $27 million in 2021. The Company had net income of $12 million and $13 million in 2021 and 2022, respectively, and achieved an attractive adjusted EBITDA margin of 63% and 55% in 2021 and 2022, respectively.[4] As Baird Medical continues to expand its current footprint and execute its growth strategies, the Company is expected to grow revenue significantly in the coming years, with $18 million in projected net income, $45 million in projected revenue, and a projected adjusted EBITDA margin of 57% for 2023.
Highly-Experienced Management Team Supported by Well-Regarded Independent Board of Directors: Baird Medical is led by an experienced management team with deep industry knowledge and track records of driving scale and sustainable growth. Baird Medical's board of directors includes medical industry experts with prestigious accreditations and awards, publications, and research.
[1] According to the Global Market Study of Ablation Therapy Independent Market Research Report (the "Frost & Sullivan Report") commissioned by the Baird Medical and prepared by Frost & Sullivan, a third-party global research organization. |
[2] The name of the post-closing, combined public company will be "Baird Medical Holdings Investment Limited." All references herein to "Baird Medical" shall be deemed to refer (i) to Betters Medical Investment Holdings Limited ("Betters") for any time periods or historical events occurring prior to the closing of the transaction and (ii) to Baird Medical Holdings Investment Limited for any time periods occurring after the closing of the transaction. |
[3] Adjusted EBITDA margin is a non-GAAP measure. Please see the tables at the end of this press release for a reconciliation of Adjusted EBITDA to Net Income. |
[4] Adjusted EBITDA margin is a non-GAAP measure. Please see the tables at the end of this press release for a reconciliation of Adjusted EBITDA to Net Income. |
[5] Adjusted EBITDA margin is a non-GAAP measure. Please see the tables at the end of this press release for a reconciliation of Adjusted EBITDA to Net Income. |
Management and Board Commentary
Ms. Haimei Wu, Founder and CEO of Baird Medical
"The business combination with ExcelFin marks a significant milestone for Baird Medical. We believe ExcelFin's partnership and international connections will provide us with the necessary resources to further expand our presence in the global market, accelerate our growth trajectory, and continue delivering innovative medical solutions to patients worldwide. We are confident that this combination will unlock opportunities and drive our vision of transforming healthcare through advanced, minimally invasive treatments."
Joe Ragan, CEO, CFO, and Director of ExcelFin
"We are very excited to be joining forces with Ms. Haimei Wu and her excellent team at Baird Medical, given their strong track record in the medical device industry. We are confident that capitalizing on our experience and network globally will catalyze a successful new chapter of growth and innovation for Baird Medical as a public company."
Dr. Michael Mingzhao Xing, M.D., Ph.D., Independent Non-Executive Director
"As an independent non-executive director of Baird Medical, I extend my heartfelt congratulations on our business combination with ExcelFin Acquisition Corp. We are excited to expand our footprint to key markets in the U.S., Europe, and Southeast Asia in the next three years. This will allow us to provide minimally invasive oncology treatments to hospitals around the world and improve lives on a greater scale."
Transaction Terms
Baird Medical Investment Holdings Limited, a newly formed exempted company incorporated with limited liability in the Cayman Islands, will be the surviving public company following the consummation of the business combination.
The combined company will have an estimated post-transaction enterprise value of $370 million, assuming 50% redemptions by ExcelFin public shareholders. Proceeds from the transaction will be used to fund growth. The transaction includes a $15 million minimum closing cash condition. To facilitate the transaction, Grand Fortune Capital, sponsor affiliate of ExcelFin, has agreed to purchase approximately $8.8 million of Baird Medical's current debt from BOCI Investment Limited, one of Betters' current preferred shareholders.
ExcelFin's and Baird Medical's respective boards of directors have unanimously approved the transaction, which is expected to close in the fourth quarter of 2023, subject to regulatory and shareholder approvals. Betters shareholders will roll 100% of their existing Betters equity holdings into ordinary shares of Baird Medical and are expected to own approximately 81% of Baird Medical on a non-fully diluted basis immediately following the closing of the proposed business combination, assuming 50% redemptions by ExcelFin's public stockholders. Additional information about the proposed transaction, including a copy of the business combination agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by ExcelFin with the Securities and Exchange Commission ("SEC") and will be available at www.sec.gov. Baird Medical will file a registration statement (which will contain a proxy statement of ExcelFin and prospectus) with the SEC in connection with the transaction.
Advisors
Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC ("Cohen"), acts as ExcelFin's lead financial and capital markets advisor. Exos Securities also serves as financial and capital markets advisors to ExcelFin. Shearman & Sterling LLP is acting as ExcelFin's legal counsel, Dechert is acting as Baird Medical's legal counsel, and Ropes & Gray LLP is acting as Cohen's legal counsel.
About Baird Medical
Established in 2012 and headquartered in Guangzhou, China, Baird Medical is a leading microwave ablation (MWA) medical device developer and provider in China. Baird Medical's proprietary MWA medical devices are used for treatment of benign and malignant tumors including thyroid nodules, liver cancer, lung cancer and breast lumps. Baird Medical is the first company to obtain Class III medical devices registration certificate for MWA medical devices specifically indicated for thyroid nodules in China.
About ExcelFin
ExcelFin is a blank check company formed as a Delaware corporation for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. ExcelFin's sponsors include Grand Fortune Capital, LLC ("GFC") and Fin Venture Capital ("Fin"). GFC is an affiliate of an investment group that completed a series of significant M&A transactions and investments in FinTech, TMT and Healthcare. Fin is a private equity firm focused on FinTech software.