Solventum Completes Acquisition of Acera Surgical

Rhea-AI Summary

Solventum (NYSE: SOLV) completed the acquisition of Acera Surgical on Dec. 23, 2025, buying the privately held bioscience company for $725 million upfront plus up to $125 million in contingent cash tied to future milestones. Acera develops fully engineered synthetic tissue matrices for regenerative wound care and is expected to generate approximately $90 million in sales in 2025. Management said the deal is slightly dilutive to adjusted EPS in 2026 and accretive beginning in 2027, and immaterial to Q4 2025 results. Financial and legal advisors for both parties were disclosed.

Positive

• Upfront purchase price of $725 million
• Potential additional consideration up to $125 million
• Acera expected $90 million sales in 2025
• Deal accretive to adjusted EPS beginning 2027

Negative

• Slightly dilutive to adjusted EPS in 2026
• Upfront cash payment could pressure near-term liquidity

Key Figures

Upfront purchase price $725 million Cash consideration paid at closing for Acera Surgical

Contingent consideration Up to $125 million Additional cash payments tied to future milestones

Acera 2025 sales $90 million Expected Acera revenue contribution for 2025

EPS impact 2026 Slightly dilutive Expected effect on adjusted EPS in 2026

EPS impact 2027 Accretive Expected effect on adjusted EPS beginning in 2027

Market Reality Check

$80.46 Last Close

Volume Volume 754,572 is 0.62x the 20-day average of 1,217,811, indicating below-typical activity ahead of the deal close. low

Technical Shares at $80.78, trading above the 200-day MA of $73.51 and 8.41% below the 52-week high of $88.20.

Peers on Argus

While SOLV was down 0.99%, key peers were mixed to positive, with BAX, COO, WST, and RMD all up between roughly 0.55% and 1.24%, suggesting a more stock-specific reaction to Solventum’s acquisition news.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 17	Clinical guidance update	Positive	+0.9%	Publication of ciNPT consensus statements and supporting meta-analysis.
Dec 16	Operational recognition	Positive	-0.8%	Diamond Level HIRC Resiliency Badge for supply chain strength.
Nov 25	Conference participation	Neutral	-0.6%	Announcement of Piper Sandler Healthcare Conference fireside chat.
Nov 20	Acquisition announcement	Positive	+2.9%	Agreement to acquire Acera Surgical to expand MedSurg portfolio.
Nov 20	Capital return plan	Positive	+2.9%	Board approval of a <b>$1 billion</b> share repurchase authorization.

Pattern Detected

Recent Solventum headlines, especially around acquisitions and capital allocation, have more often seen positive price alignment, though operational accolades sometimes coincided with minor pullbacks.

Recent Company History

Over the last several months, Solventum has mixed portfolio reshaping with clinical and operational milestones. On Nov. 20, 2025, it announced the Acera acquisition and a $1 billion buyback, with shares rising about 2.85%. Earlier, Thermo Fisher deals repositioned its Purification & Filtration assets. More recently, clinical guidance on ciNPT and a HIRC resiliency award underscored MedSurg strength. Today’s completion of the Acera deal continues that acquisition and transformation thread.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-08-13

Solventum has an effective Form S-3ASR filed on Aug. 13, 2025 registering up to 34,369,190 shares held by 3M Company for resale. Solventum does not receive proceeds from these sales, but the filing warns that future share disposals by 3M could adversely affect the market price. The registration is maintained under a rights agreement through Aug. 13, 2027 or until all registered shares are sold.

Market Pulse Summary

This announcement confirms completion of Solventum’s acquisition of Acera Surgical for $725 million in cash plus up to $125 million in milestones, adding about $90 million of expected 2025 sales in synthetic tissue matrices. Management expects slight adjusted EPS dilution in 2026 before accretion from 2027. In context of prior portfolio reshaping and an existing S-3 resale registration for 34,369,190 shares, investors may track integration progress and any changes in capital deployment priorities.

Key Terms

synthetic tissue matrices medical

"fast-growing synthetic tissue matrices technology space in acute care settings"

Synthetic tissue matrices are lab-made scaffolds that act like a temporary framework for cells to attach, grow and rebuild damaged tissue — think of them as a biodegradable scaffold or sponge that guides healing. For investors, they matter because they underpin a growing class of medical products used in wound care, surgery and regenerative therapies; their commercial value depends on clinical effectiveness, regulatory approval, manufacturing scale and reimbursement, which drive adoption and revenue potential.

contingent cash payments financial

"up to $125 million in contingent cash payments based on the achievement"

Contingent cash payments are future cash amounts that a buyer or payer agrees to make only if specific events or targets occur, such as meeting sales milestones, regulatory approvals, or performance goals. Think of them like a bonus check that’s paid only if certain promises are fulfilled; investors care because these payments shift risk and timing of cash flows, affect deal valuation, and can change a company’s future liquidity needs.

adjusted earnings per share (EPS) financial

"slightly dilutive to adjusted earnings per share (EPS) in 2026 and accretive"

Adjusted earnings per share (EPS) is a company’s profit allocated to each share of common stock after removing one-time items or unusual accounting effects so investors see the company’s recurring earnings. It matters because it gives a clearer picture of ongoing profitability—like comparing a household’s regular monthly income rather than a month that included an inheritance or a big repair bill—helping investors compare companies and judge sustainable earnings per share.

AI-generated analysis. Not financial advice.

• Expands MedSurg portfolio into the fast-growing synthetic tissue matrices technology space in acute care settings in the U.S.
  
  
• Accelerates Solventum's business transformation through the acquisition of a strategically aligned asset in a technology adjacency

ST. PAUL, Minn., Dec. 23, 2025 /PRNewswire/ -- Solventum (NYSE: SOLV) announced today it has completed the acquisition of Acera Surgical (Acera), a privately held bioscience company focused on developing and commercializing fully engineered materials for regenerative wound care.

"Announcing and completing our first strategic acquisition is a significant milestone and the successful completion of another commitment made as part of our three-phased transformation plan," said Bryan Hanson, chief executive officer of Solventum. "The addition of Acera's innovative synthetic tissue matrix technology complements our existing advanced wound care portfolio, enhancing the solutions our specialized commercial team can provide to clinicians and decision makers in acute care settings. We are excited to welcome the Acera team to the Solventum family and look forward to our work together to accelerate growth and create significant value for patients, clinicians and shareholders."

Solventum has acquired Acera for an upfront cash payment of $725 million, subject to customary purchase price adjustments, and up to $125 million in contingent cash payments based on the achievement of certain future milestones.

The transaction is expected to be slightly dilutive to adjusted earnings per share (EPS) in 2026 and accretive to adjusted EPS beginning in 2027. The transaction is expected to be immaterial to Q4 2025 financial results. Acera is expected to generate approximately $90 million in sales in 2025.

For additional information about the transaction, please refer to the acquisition announcement press release issued on Nov. 20, 2025.

Morgan Stanley & Co. LLC served as Solventum's financial advisor and McDermott Will & Schulte LLP served as its legal advisor. Truist Securities served as financial advisor to Acera and Hogan Lovells US LLP served as its 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, 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.

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.

View original content to download multimedia:https://www.prnewswire.com/news-releases/solventum-completes-acquisition-of-acera-surgical-302648847.html

SOURCE Solventum

FAQ

What did Solventum (SOLV) acquire on December 23, 2025?

Solventum completed the acquisition of Acera Surgical, a developer of synthetic tissue matrices for wound care.

How much did Solventum pay to acquire Acera Surgical (SOLV)?

Solventum paid $725 million upfront plus up to $125 million in contingent cash payments.

Will the Acera acquisition affect Solventum's EPS (SOLV) and when?

The transaction is expected to be slightly dilutive to adjusted EPS in 2026 and accretive beginning in 2027.

What revenue does Acera Surgical bring to Solventum (SOLV)?

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

Will the Acera deal materially affect Solventum's Q4 2025 results (SOLV)?

The transaction is expected to be immaterial to Solventum's Q4 2025 financial results.

Who advised on Solventum's acquisition of Acera (SOLV)?

Morgan Stanley served as Solventum's financial advisor and McDermott Will & Schulte LLP served as legal advisor.