Nature of the Business |
3 Months Ended |
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Mar. 31, 2025 | |
Nature of the Business | |
Nature of the Business | Note 2. Nature of the Business Cryoport is a leading global provider of temperature-controlled supply chain solutions for the Life Sciences, with an emphasis on regenerative medicine. We support biopharmaceutical companies, contract manufacturers (CDMOs), contract research organizations (CROs), developers, and researchers with a comprehensive suite of services and products designed to minimize risk and maximize reliability across the temperature-controlled supply chain for the Life Sciences. Our integrated supply chain platform includes the Cryoportal® Logistics Management Platform, advanced temperature-controlled packaging, informatics, specialized biologistics, biostorage, bioservices, and cryogenic systems, which deliver end-to-end solutions that meet the rigorous demands of the life sciences. With innovation, regulatory compliance, and agility at our core, we are "Enabling the Future of Medicine™." On March 31, 2025, we entered into a definitive agreement (the “Sale and Purchase Agreement”) with DHL Supply Chain International Holding B.V. (“DHL”), pursuant to which the Company would divest its CRYOPDP specialty courier business to DHL, an operating segment within its Life Sciences Services reportable segment. The purchase price is based on a total enterprise value of $195 million, comprised of a cash payment of approximately $138 million, subject to typical adjustments for customary items, and the repayment of outstanding intercompany loans owed by CRYOPDP to the Company, estimated to be approximately $67 million, a component of net debt of approximately $57 million. The Sale and Purchase Agreement provides that at closing, and as a condition to the closing obligations of the parties, the parties and/or their affiliates will enter into certain ancillary agreements, including a master partnership agreement, which provides a framework for the Company, DHL, and CRYOPDP to provide their respective services to each other’s customers, and a transitional services agreement, pursuant to which, among other things, certain entities of the Company will provide certain operational transition services to DHL for a period of time after the closing. The divestiture and strategic partnership with DHL are expected to enhance the Company’s ability to develop its business, particularly in the EMEA and APAC regions, and to provide differentiated and high-value services aligned with the Company’s long-term growth strategy. The transaction is subject to customary closing conditions, including regulatory approval under relevant government antitrust and foreign direct investment laws, and is expected to close in the second or third quarter of 2025. The transaction represents a strategic shift that has a major effect on the Company’s operations and financial results, and as a result, the results of the CRYOPDP business were classified as discontinued operations in our condensed consolidated statements of operations and excluded from both continuing operations and segment results for all periods presented. Results of discontinued operations include all revenues and expenses directly derived from the CRYOPDP business. The CRYOPDP business was classified as discontinued operations in our condensed consolidated balance sheets. See Note 6 for additional information about the divestiture of the CRYOPDP operating segment. The Company is a Nevada corporation and its common stock is traded on the NASDAQ Capital Market exchange under the ticker symbol “CYRX.” |