SunMed, LLC entered into a Purchase Agreement to acquire Respiratory Health Business from Avanos Medical, Inc. (NYSE:AVNS) for $110 million on June 7, 2023. The purchase price is subject to certain adjustments. The transaction includes substantially all of the assets primarily used in the RH business, including fixed assets, inventory, intangible assets ? including the BALLARD, MICROCUFF and endOclear brands and long-term leases for two manufacturing facilities located in Mexico. Avanos will provide transition services after closing as SunMed works to integrate its new RH business within its product portfolio. The company reported $135.9 million in revenue of Respiratory Health Business for the year ended December 31, 2022. The net proceeds from the transaction will enhance Avanos' balance sheet flexibility and provide additional capacity for Avanos to deploy capital in a focused and disciplined approach to M&A in the Company's core categories and markets. The closing of the Divestiture is subject to the satisfaction or waiver of certain customary conditions to closing, including: (i) receipt of all required consents from, and the making of all required notices to, governmental authorities (subject to a material adverse effect standard) and (ii) the absence of any law, order, injunction or ruling issued by a court or other governmental authority restraining, enjoining or making illegal the Divestiture. Each party?s obligation to consummate the Divestiture is also conditioned upon the accuracy of the other party?s representations and warranties (generally subject, other than for certain representations and warranties, to a material adverse effect standard) and the other party?s having performed in all material respects its obligations under the Purchase Agreement.

The transaction is expected to close in the fourth quarter of 2023. Sarah Ernst, Brian D. Harvel, Brett E. Coburn, Matthew D. Kent, Deanna L. Kashdan and Stuart Harray of Alston & Bird LLP is serving as legal counsel to Avanos. Goodwin Procter LLP is serving as SunMed?s legal counsel.

SunMed, LLC completed the acquisition of Respiratory Health Business from Avanos Medical, Inc. (NYSE:AVNS) for on October 2, 2023.