Solventum Announces Agreement to Acquire Acera Surgical

Rhea-AI Summary

Solventum (NYSE: SOLV) agreed to acquire Acera Surgical for $725 million cash plus up to $125 million in contingent cash payments tied to future milestones. The deal broadens Solventum's MedSurg portfolio into synthetic tissue matrices, part of a ~$900 million U.S. acute-care segment, and leverages Acera's Restrata® electrospun products and commercial footprint. Acera is expected to generate approximately $90 million in sales in 2025. Solventum plans to fund the transaction with cash on hand, use no new debt, expects closing in H1 2026, and projects the deal to be slightly dilutive to adjusted EPS in 2026 and accretive beginning in 2027.

Positive

• Purchase price of $725M plus up to $125M in milestones
• Acera forecasted sales of ~$90M in 2025
• Transaction financed with cash on hand; no new debt
• Deal expected accretive to adjusted EPS in 2027

Negative

• Transaction is slightly dilutive to adjusted EPS in 2026
• Up to $125M in contingent payments create future cash obligations
• Closing timing risk: completion subject to customary conditions, planned H1 2026

Insights

M&A Strategist

Solventum plans a $725M cash acquisition of Acera to expand into synthetic tissue matrices; deal aims for 2026 close and 2027 EPS accretion.

Business mechanism: The acquisition buys a commercialized product line (Restrata®) and an electrospinning platform that generated roughly $90 million in sales in 2025, providing immediate revenue and a new technology adjacency within Solventum's advanced wound care portfolio. Solventum will pay $725 million in cash plus up to $125 million in contingent cash tied to milestones, and plans to fund the deal from cash on hand with no new debt or credit‑line usage.

Dependencies and risks: Near‑term financial impact is constrained by management's disclosure that the transaction is expected to be slightly dilutive to adjusted EPS in 2026 and accretive beginning in 2027. Completion depends on customary closing conditions and an expected closing window in the first half of 2026. Integration risk focuses on realizing faster adoption of Restrata® by leveraging Solventum's sales force and negative pressure wound therapy leadership; those synergy assumptions determine when accretion materializes.

Items to watch (near‑term): transaction close timing in H1 2026, realization of the stated $90 million revenue contribution in 2025 as a baseline, the achievement of milestones that could trigger up to $125 million contingent payments, and whether EPS guidance shifts around reported accretion in 2027. These milestones and the stated cash financing approach will drive the deal's impact on the balance sheet and reported EPS.

• Expands MedSurg portfolio into the fast-growing synthetic tissue matrices technology space, a part of the broader regenerative tissue matrices category within acute care settings, a $900 million market segment in the U.S.
  
• Accelerates Solventum's business transformation through the acquisition of a strategically aligned asset in a technology adjacency

ST. PAUL, Minn., Nov. 20, 2025 /PRNewswire/ -- Solventum (NYSE: SOLV) announced today it has entered into a definitive agreement to acquire Acera Surgical (Acera), a privately held bioscience company focused on developing and commercializing fully engineered materials for regenerative wound care for $725 million in cash plus up to $125 million in contingent cash payments based on the achievement of certain future milestones.

Founded in 2013, Acera has developed and commercialized innovative synthetic treatment options for soft tissue repair, leveraging a proprietary electrospinning technology platform. The company's leading Restrata® products are currently available in the U.S. and used to treat hard-to-heal, complex wounds in acute care settings.

Acera's innovation engine and commercial footprint align with Solventum's leadership in advanced wound care, its clinical relationships and go-to-market capabilities. The combination is expected to enable accelerated adoption of Restrata® products in the acute care market and generate synergies by leveraging Solventum's global footprint, specialized wound care sales force, and leadership in negative pressure wound therapy.

"Regenerative wound care is an exciting and fast-growing space, and Acera has innovative technology to meet a significant unmet need in acute wound care," said Bryan Hanson, chief executive officer of Solventum. "Expanding our advanced wound care portfolio into the high-growth synthetic tissue matrices category complements solutions within our existing portfolio and enhances the options our specialized commercial team can provide doctors, nurses, and decision makers within acute care settings.

Hanson continued, "This is another bold step in our three-phased transformation plan. Our strong financial performance and the strength of our balance sheet have enabled us to move quickly with our first tuck-in acquisition and the announcement of our first share repurchase program. With Solventum's broad market presence, depth of clinical partnerships and commitment to advancing healthcare, we are confident this acquisition will create significant value for patients, clinicians and shareholders."

Acera is expected to generate approximately $90 million in sales in 2025. On an adjusted basis, excluding the potential impact of share repurchases made under the repurchase program announced today, the transaction is expected to be slightly dilutive to adjusted earnings per share (EPS) in 2026 and accretive to adjusted EPS beginning in 2027. Solventum plans to use its cash on hand to finance the transaction, with no additional debt or use of its credit line, and expects to complete the transaction in the first half of 2026, subject to customary closing conditions.

Morgan Stanley & Co. LLC is serving as financial advisor to Solventum and McDermott Will & Schulte LLP is acting as legal advisor. Truist Securities is serving as financial advisor to Acera and Hogan Lovells US LLP is acting as legal advisor.

About Solventum
At Solventum, we enable better, smarter, safer healthcare to improve lives. As a new company with a long legacy of creating breakthrough solutions for our customers' toughest challenges, we pioneer game-changing innovations at the intersection of health, materials and data science that change patients' lives for the better — while empowering healthcare professionals to perform at their best. See how at Solventum.com.

Forward-Looking Statements
This news release contains forward-looking information about Solventum's business prospects that contain or incorporate by reference statements that relate to future events and expectations and, as such, constitute forward-looking statements that involve risk and uncertainties. Forward-looking statements include those containing such words as "anticipates," "believes," "could," "estimates," "expects," "forecasts," "goal," "guidance," "intends," "may," "outlook," "plans," "projects," "seeks," "sees," "should," "targets," "will," "would," or other words of similar meaning in connection with any discussion of future operating or financial performance, or business plans or prospects or the timing or effects of the acquisition. Among the factors that could cause actual results to differ materially from those described in our forward-looking statements are the following: (1) the effects of, and changes in, worldwide economic, political, regulatory, international, trade and geopolitical conditions, natural disasters, war, public health crises, and other events beyond Solventum's control; (2) operational execution risks; (3) damage to Solventum's reputation or its brands; (4) risks from acquisitions, strategic alliances, divestitures and other strategic events, including the divestiture of our Purification and Filtration business or the acquisition of Acera Surgical; (5) Solventum's business dealings involving third-party partners in various markets; (6) Solventum's ability to access the capital and credit markets and changes in Solventum's credit ratings; (7) exposure to interest rate and currency risks; (8) the highly competitive environment in which Solventum operates and consolidation in the healthcare industry; (9) reduction in customers' research budgets or government funding; (10) the timing and market acceptance of Solventum's new product and service offerings; (11) ongoing working relationships with certain key healthcare professionals; (12) changes in reimbursement practices of governments or private payers or other cost containment measures; (13) Solventum's ability to obtain components or raw materials supplied by third parties and other manufacturing and related supply chain difficulties, interruptions, and disruptive factors; (14) legal and regulatory proceedings and legal compliance risks (including third-party risks) with regards to antitrust, FCPA and other anti-bribery laws, environmental laws, anti-kickback and false claims laws, privacy laws, product liability claims, tax laws, and other laws and regulations in the United States and other countries in which Solventum operates; (15) potential liabilities related to per-and polyfluoroalkyl substances, collectively known as "PFAS"; (16) risks related to the highly regulated environment in which Solventum operates; (17) risks associated with product liability claims; (18) climate change and measures to address climate change; (19) security breaches and other disruptions to information technology infrastructure; (20) Solventum's failure to obtain, maintain, protect, or effectively enforce its intellectual property rights; (21) pension and postretirement obligation liabilities; (22) any failure by 3M Company ("3M") to perform any of its obligations under the various separation agreements entered into in connection with the separation of Solventum from 3M (the "Spin-Off"); (23) any failure to realize the expected benefits of the Spin-Off; (24) a determination by the IRS or other tax authorities that the Spin-Off or certain related transactions should be treated as taxable transactions; (25) financing transactions undertaken in connection with the Spin-Off and risks associated with additional indebtedness; (26) the risk that incremental costs of operating on a standalone basis (including the loss of synergies), costs of restructuring transactions and other costs incurred in connection with the Spin-Off will exceed Solventum's estimates; (27) the impact of the Spin-Off on Solventum's businesses and the risk that the Spin-Off may be more difficult, time-consuming or costly than expected, including the impact on Solventum's resources, systems, procedures and controls, diversion of management's attention and the impact on relationships with customers, suppliers, employees and other business counterparties, and (28) any delay or failure to close the acquisition of Acera Surgical.

The above list is not exhaustive or necessarily set forth in the order of importance. Forward-looking statements are based on certain assumptions and expectations of future events and trends, and actual future results and trends may differ materially from historical results or those reflected in any such forward-looking statements depending on a variety of factors. A further description of these factors is located under "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors" in Solventum's periodic reports on file with the U.S. Securities & Exchange Commission. Solventum assumes no obligation to update any forward-looking statements discussed herein as a result of new information, future events or otherwise, except as required by applicable law.

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SOURCE Solventum

FAQ

What are the financial terms of Solventum's acquisition of Acera (SOLV)?

Solventum agreed to pay $725 million cash plus up to $125 million in contingent cash payments tied to milestones.

When is the Solventum (SOLV)–Acera deal expected to close and how will it be financed?

The transaction is expected to close in H1 2026 and will be financed with cash on hand with no new debt or credit line use.

How will the Acera acquisition affect Solventum's earnings per share (SOLV)?

The company expects the deal to be slightly dilutive to adjusted EPS in 2026 and accretive beginning in 2027.

What revenue does Acera bring to Solventum after the acquisition (SOLV)?

Acera is expected to generate approximately $90 million in sales in 2025.

How does Acera fit Solventum's product strategy (SOLV)?

Acera's Restrata® synthetic tissue matrices expand Solventum's advanced wound care portfolio into a high-growth synthetic tissue matrices category serving acute care.