Utah Medical Products, Inc. Commences Tender Offer

The offer gives shareholders a way to sell at a premium after first-half 2026 sales and net profits declined from a year earlier.

Rhea-AI Summary

Utah Medical Products (UTMD) launched a tender offer on September 24, 2026, to buy up to 650,000 common shares.

The $75.00 per-share price is 17% above the stock's average daily closing price over the last twelve months and 21% above its average over the last twenty-four months. The offer is scheduled to expire at 5:00 p.m. New York City time on October 7, unless extended. The board approved the offer, but neither it nor the company recommends whether shareholders should tender.

First-half 2026 sales were 12% lower and net profits were 13% lower than in the same period of 2025. EBITDA for the last half of 2025 and first half of 2026 was $15,703,744.

Positive

• $75.00 tender price: 17% and 21% above the respective twelve- and twenty-four-month average daily closing prices.

Negative

• First-half 2026 sales down 12% from first-half 2025.
• First-half 2026 net profits down 13% from first-half 2025.

Market Context

The Sep 15 self-tender announcement was followed by a 5.6% gain and disclosed the same $75.00 price ...

Analysis

The Sep 15 self-tender announcement was followed by a 5.6% gain and disclosed the same $75.00 price and 650,000-share cap; this release marked commencement of those terms.

Key Figures

Maximum shares offered: Up to 650,000 shares Offer price: $75.00 per share Premium to 12-month average closing price: 17% +5 more

Maximum shares offered

Up to 650,000 shares

Tender offer

Offer price

$75.00 per share

Tender offer

Premium to 12-month average closing price

17%

Tender offer price

Premium to 24-month average closing price

21%

Tender offer price

First-half sales change

12% lower

First half of 2026 versus the same period in 2025

First-half net profits change

13% lower

First half of 2026 versus the same period in 2025

EBITDA

$15,703,744

Most recent twelve months

Scheduled offer expiration

5:00 p.m. New York City time, Tuesday October 7

Unless extended by UTMD

Historical Context

1 past event · Latest: Sep 15

1 event

1. Sep 15

   Tender offer

   24h Move

   +5.6%

   Initial disclosure set the same $75.00 price and 650,000-share maximum, with 17% and 21% premiums.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

tender offer, ebitda, letter of transmittal, antidilution

4 terms

tender offer financial

"Commences Tender Offer"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

View in glossary

ebitda financial

"UTMD's EBITDA for the most recent twelve months"

EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.

View in glossary

letter of transmittal regulatory

"SEC Form TO Offer to Purchase and Letter of Transmittal filed with the SEC"

A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.

antidilution financial

"by antidilution, substantially enhance the value of shares"

A contractual protection in equity financings or convertible securities that automatically adjusts an investor’s ownership percentage or the conversion price if the company later issues shares at a lower price, preventing the investor’s stake from being unfairly reduced. Think of it like resizing everyone’s slice of a pie when the bakery sells new slices cheaply so early buyers keep a similar share. It matters because it changes how many shares an investor ends up with and the economic value of their position.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SALT LAKE CITY, UT / ACCESS Newswire / September 24, 2026 / Utah Medical Products, Inc. (NASDAQ:UTMD) is offering to purchase up to 650,000 shares of its common stock at $75.00 per share. The $75.00 per share price represents a 17% premium over the average daily closing price of the stock during the last twelve months, and a 21% premium over the average daily closing price of the stock during the last twenty-four months.

The conditions of the Offer are explained in detail in the SEC Form TO Offer to Purchase and Letter of Transmittal filed with the SEC at https://www.sec.gov/Archives/edgar/data/706698/000109690626001428/0001096906-26-001428-index.html

Please read the materials carefully before making any decision with respect to the Offer. The Board of Directors of the Company has approved the tender offer but neither the Company nor the Board of Directors is making any recommendation to stockholders as to whether to tender or refrain from tendering their shares. Stockholders must make their own decisions whether or not to tender their shares and, if so, how many shares to tender.

The Letter of Transmittal and certificates for Shares and any other required documents should be sent or delivered by each stockholder or his or her broker, dealer, commercial bank, trust company or other nominee to the Depositary at its address set forth below. The Depositary for the Offer is:

Computershare Trust Company, N.A.
P.O. Box 43011
Providence, RI 02940-3100
Attn: Voluntary Corporate Actions

Additional copies of the Offer to Purchase, the Letter of Transmittal or other tender offer materials may be obtained from the Information Agent and will be furnished at the Company's expense. Questions and requests for assistance concerning the Offer should be directed to the Information Agent:

Georgeson LLC
51 West 52^nd Street, 6^th Floor
New York, NY 10019
Call Toll Free: (866) 920-7258

The purpose of the Offer is to provide liquidity for those stockholders desiring to sell all or a portion of their shares at a premium over the trading prices for the shares over the last two years. UTMD's first half of 2026 sales and net profits were 12% and 13% lower relative to the same period in 2025, respectively. UTMD's EBITDA for the most recent twelve months, which includes the last half of 2025 and the first half of 2026, were $15,703,744. Because of positive cash flow, UTMD believes that it can afford to make an investment that should, by antidilution, substantially enhance the value of shares held by stockholders who remain confident in the Company's future performance and do not sell at this time.

According to CEO Kevin Cornwell, "I would like to be clear that in my opinion UTMD's shares are presently undervalued, even at $75.00 per share. Using average medical device industry and S&P 500 stock market valuation multiples, UTMD's stock would be fairly trading in the $90 per share range. The recent decline in UTMD's revenues and profits combined with a perception in the current stock market environment that large revenues are necessary for success, and the low trading activity of micro-capitalization stocks in comparison to the larger capitalization stocks in the medical device industry, have adversely affected UTMD's ability to properly negotiate its fair market value in the event of a merger with another company."

UTMD's Board of Directors believes that this Offer demonstrates to UTMD's stockholders the Company's confidence in its business, and may lead to a value more consistent with other companies with comparable financial performance. Going forward, UTMD management remains optimistic about its ability to grow and improve financial performance. Management believes that UTMD's anticipated financial performance and credit facility are adequate to fund planned internal new product development and make acquisitions similar to those made in the past.

Please note that the Offer is scheduled to expire at 5:00 p.m. New York City time, on Tuesday October 7, unless extended by UTMD.

Utah Medical Products, Inc., with particular interest in health care for women and their babies, develops, manufactures and markets a broad range of disposable and reusable specialty medical devices recognized by clinicians in over a hundred countries around the world as the standard for obtaining optimal long-term outcomes for their patients. For more information about Utah Medical Products, Inc., visit UTMD's website at www.utahmed.com.

Contact:
7043 South 300 West
Midvale, Utah 84047
Telephone: 801-566-1200
FAX: 801-566-7305
Nasdaq Symbol: UTMD
www.utahmed.com

SOURCE: Utah Medical Products, Inc.

View the original press release on ACCESS Newswire

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When does Utah Medical Products' tender offer expire?

Utah Medical Products' tender offer is scheduled to expire at 5:00 p.m. New York City time on October 7, unless the company extends it.

How can shareholders participate in Utah Medical Products' tender offer?

Shareholders can send the Letter of Transmittal, share certificates and any other required documents to the offer's depositary, Computershare Trust Company, directly or through a broker or other nominee. The offer materials provide the depositary's address; Georgeson can answer questions about the offer at (866) 920-7258.