'Because the likelihood for a change in reimbursement rates was a front-and-center issue during the negotiation (and renegotiation) of the Merger Agreement, BardyDx insisted, and Hill-Rom specifically agreed, to expressly carve out changes in Health Care Laws from the definition of Company Material Adverse Event,' Bardy wrote in the filing, where 'Health Care Laws' was said to include rules and guidelines from CMS or Novitas. Hillrom then reduced its offer in December after word broke that CMS would defer reimbursement rate determination to regional MACs like Novitas, according to the filing. Of particular note, an indication of interest executed by both parties priced the acquisition at $450 million up front, plus two additional earnouts.

The court filing outlines a general time line of Bardy and Hillrom's negotiations as well as developments in the pricing of long-term ambulatory cardiac-monitoring services reimbursement.īardy wrote that both parties first met in January 2019 and began negotiations in earnest in March.

'The Buyers’ failure to close the Merger is a breach of the Merger Agreement that, unless remedied by specific performance, will result in irreparable harm to BardyDx and its stockholders,' Bardy wrote in the complaint. The monitoring device maker was not of a similar mindset, and this weekend filed a complaint in the Delaware Court of Chancery petitioning the court to compel Hillrom 'to honor their clear obligations' and close the merger prior to April 15 while compensating for damages. Hillrom said the rate reduction meets the criteria of a 'Company Material Adverse Effect,' voiding the $375 million acquisition deal it made with Bardy.

A January acquisition deal between medical technology provider Hillrom and cardiac monitoring device maker Bardy Diagnostics has landed in rocky waters, with Hillrom looking to back out of the purchase and Bardy filing a legal complaint to keep things moving forward.Īccording to press releases from Hillrom, the company was caught off guard on January 29 when Novitas Solutions, a Medicare Administrative Contractor (MAC), published reimbursement rates for relevant CPT codes that were well below its expectations.

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