HOUSTON, July 25, 2022  /PRNewswire/ — Aurora Capital Companions (“Aurora”), a number one middle-market non-public fairness agency, in the present day introduced that its affiliate, Raven Purchaser, Inc. (“Father or mother”), has directed its wholly-owned subsidiary, Raven Houston Merger Sub, Inc. (“Purchaser”) to start its beforehand introduced all-cash tender provide to accumulate the entire issued and excellent shares of frequent inventory of Sharps Compliance Corp. (NASDAQ: SMED) (“Sharps”), a number one full-service nationwide supplier of complete waste administration options together with medical, pharmaceutical and dangerous waste, for $8.75 per share, internet to the vendor in money, with out curiosity and fewer any relevant withholding taxes. The provide worth represents a premium of roughly 207% over Sharps’ closing share worth on July 11, 2022, the final full buying and selling day prior the announcement of the transaction.

The tender provide is being made pursuant to a merger settlement, dated as of July 12, 2022, as amended, amongst Sharps, Purchaser and Father or mother, and is being made pursuant to an Supply to Buy, dated July 25, 2022. The Sharps’ Board of Administrators unanimously recommends that stockholder tender their shares within the provide.

The tender provide is scheduled to run out on the finish of the day, one minute after 11:59 p.m., New York Metropolis time, on August 19, 2022, until the tender provide is prolonged or terminated. The closing of the tender provide is topic to customary situations, together with the tender of a majority of the issued and excellent Shares as of the expiration of the provide on a fully-diluted foundation, and the expiration or the termination of the relevant ready interval beneath the Hart-Scott-Rodino Antitrust Enhancements Act of 1976. The provide can be topic to the opposite situations described within the Supply to Buy.

Promptly following completion of the tender provide, and topic to the satisfaction or waiver of the remaining situations set forth within the merger settlement, Purchaser will purchase any shares of Sharps that aren’t tendered within the tender provide by means of a second-step merger beneath Delaware legislation for consideration equal to the tender provide worth, with out curiosity and fewer any required withholding taxes, with out prior discover to or any motion by another stockholders of Sharps. Following the transaction, Sharps will turn into a privately held firm.

The whole phrases and situations of the tender provide might be discovered within the tender provide assertion on Schedule TO that features the Supply to Buy, Letter of Transmittal and different associated supplies that Father or mother and Purchaser are submitting in the present day with the Securities and Trade Fee (the “SEC”) (along with any amendments or dietary supplements thereto). Moreover, Sharps will probably be submitting in the present day with the SEC a solicitation/advice assertion on Schedule 14D-9 setting forth intimately, amongst different issues, the advice of the Sharps’ Board of Administrators that Sharps’ stockholders tender their shares within the tender provide.

D.F. King & Co., Inc. is appearing as Data Agent for the tender provide and Computershare Belief Firm, N.A. is appearing as Depositary and Paying Agent within the tender provide. Requests for paperwork and questions relating to the tender provide could also be directed to D.F. King & Co., Inc., by phone, at (866) 284-1755 (toll-free), at (212) 269-5550 (bankers and brokers name), or by e mail, at [email protected].

About Aurora Capital Companions

Aurora Capital Companions is a number one Los Angeles-based non-public fairness agency with over $4.5 billion in belongings beneath administration. Based in 1991, the agency focuses principally on management investments in middle-market firms with main market positions, steady business dynamics, engaging enterprise mannequin traits and actionable alternatives for progress in partnership with administration. Aurora gives distinctive sources to its portfolio firms by means of its Technique & Operations Program and its workforce of skilled working advisors. Aurora’s traders embrace main public and company pension funds, endowments and foundations energetic in non-public fairness investing. For extra details about Aurora Capital Companions, go to: www.auroracap.com.

About Sharps Compliance Corp.

Headquartered in Houston, Texas, Sharps Compliance (NASDAQ: SMED) is a number one business-to-business companies supplier to the healthcare, long-term care and retail pharmacy markets. Sharps Compliance provides complete options for the administration of regulated medical waste, hazardous waste and unused drugs. For extra data, go to: www.sharpsinc.com.

Ahead-Trying Statements

The knowledge on this press launch accommodates sure forward-looking statements regarding the Sharps and the proposed tender provide for all of the excellent shares of frequent inventory, par worth $0.01 per share, of Sharps by Purchaser and different statements about Sharps, Aurora, Father or mother and Purchaser which can be primarily based on present beliefs, expectations and assumptions made by, and data at present out there to, the administration of Sharps, Aurora, Father or mother and Purchaser on the date of this press  launch. When used on this doc, the phrases “could,” “might,” “place,” “plan,” “potential,” “designed,” “proceed,” “anticipate,” “imagine,” “anticipate,” “estimate,” “venture,” and “intend” and phrases or phrases of comparable import, as they relate to the tender provide or Sharps, Aurora, Father or mother, Purchaser or their subsidiaries or their administration, are meant to determine forward-looking statements. Such statements replicate identified and unknown dangers, uncertainties, and assumptions associated to sure elements together with, with out limitation, modifications in details and circumstances and different dangers, uncertainties and assumptions regarding the provide and the next merger, together with whether or not the provide and the next merger will shut, the timing of the closing of the provide and subsequent merger, strategic and different potential advantages of the transactions, the flexibility of the events to fulfill the varied situations to the consummation of the provide or the next merger, together with the end result of the regulatory opinions of the proposed transaction, and acquiring HSR approval, the share of excellent shares that will probably be tendered within the tender provide, the flexibility of the events to finish the proposed transactions, the flexibility of the events to satisfy different closing situations, the potential results of the proposed transactions, the end result of authorized proceedings (if any) which may be instituted towards Sharps, Aurora, Father or mother, Purchaser (or any of its associates) and/or others associated to the proposed transactions, surprising prices or surprising liabilities that will outcome from the proposed transactions, whether or not or not consummated, the chance that competing provides will probably be made, the prevalence of any occasion, change or different circumstance that might give rise to the termination of the merger settlement, together with in circumstances which might require Sharps to pay a termination payment or different bills, results of disruption from the announcement or pendency of the transactions making it harder to take care of relationships with workers, clients, suppliers, and different enterprise companions, and dangers associated to diverting administration’s consideration from Sharps’ ongoing enterprise operations, and different common dangers going through Sharps’ enterprise and operations, together with with respect to regulatory submissions, aggressive elements, common financial situations, buyer relations, relationships with distributors, governmental regulation and supervision, seasonality, distribution networks, product introductions and acceptance, technological change, modifications in business practices, onetime occasions and different elements described herein together with the impression of the coronavirus COVID-19 (“COVID-19”) pandemic on the Sharps’ operations and monetary outcomes, and people danger elements and different cautionary statements in Sharps’ Annual Report on Kind 10-Ok, Quarterly Studies on Kind 10-Q, and different filings with the SEC.  Sharps could replace danger elements infrequently in its Quarterly Studies on Kind 10‑Q, in its Present Studies on Kind 8-Ok, or in different filings with the SEC, out there on the SEC’s web site at www.sec.gov. Primarily based upon altering situations, ought to any a number of of those dangers or uncertainties materialize, or ought to any underlying assumptions show incorrect, precise outcomes could differ materially from these described herein as anticipated, believed, estimated, anticipated, or meant. Consequently, no forward-looking statements might be assured. Precise outcomes could differ materially. You might be cautioned to not place undue reliance on any forward-looking statements. You must also perceive that it isn’t attainable to foretell or determine all such elements and as such shouldn’t contemplate the previous checklist or the chance elements to be a whole checklist of all potential dangers and uncertainties. All such forward-looking statements communicate solely as of the date they’re made. None of Sharps, Aurora, Father or mother, Purchaser or any of their associates undertakes any obligation to publicly replace or revise any forward-looking assertion, whether or not because of new data, future developments, subsequent occasions, circumstances or in any other case, besides as could also be required by any relevant securities legal guidelines.

Vital further data will probably be filed with the U.S. Securities and Trade Fee

This press launch is for informational functions solely and is neither a advice, a proposal to buy nor a solicitation of a proposal to promote securities, neither is it an alternative to the tender provide supplies that Purchaser will file with the SEC upon graduation of the tender provide.  On the time the tender provide is commenced, Purchaser will file with the SEC a young provide assertion on Schedule TO, together with the Supply to Buy, the associated Letter of Transmittal, and sure associated tender provide paperwork, and Sharps thereafter will file with the SEC the Solicitation/Advice Assertion on Schedule 14D-9 with respect to the Supply.  The provide to buy shares of Sharp frequent inventory will solely be made pursuant to the Supply to Buy, the associated Letter of Transmittal and associated tender provide paperwork filed as a part of the Schedule TO (along with any amendments or dietary supplements thereto).  THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL, AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS THEY MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, WILL CONTAIN IMPORTANT INFORMATION. HOLDERS OF SHARES OF COMMON STOCK OF SHARPS ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO THE TENDER OFFER, THAT HOLDERS OF COMMON STOCK OF SHARPS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES.  The tender provide assertion on Schedule TO, together with the Supply to Buy, the associated Letter of Transmittal, and sure different tender provide paperwork, in addition to the Solicitation/Advice Assertion, will probably be made out there to all holders of shares of frequent inventory of Sharps at no expense to them.  The tender provide supplies, the Solicitation/Advice Assertion and different associated paperwork (when out there), and different paperwork filed with the SEC, together with annual, quarterly and particular studies and different data filed by Sharps with the SEC, will probably be made out there totally free on the SEC’s web site at www.sec.gov, or by contacting Sharps at 9220 Kirby Drive, Suite 500, Houston, Texas 77054; 713-432-0300, or by directing a request to D.F. King & Co., Inc., because the Data Agent for the Supply, by phone, at (866) 284-1755 (toll-free), at (212) 269-5550 (bankers and brokers name), or by e mail, at [email protected].

For extra data contact:

For Aurora Capital Companions
ASC Advisors
Steve Bruce / Taylor Ingraham
Telephone: (203) 992-1230
Electronic mail: [email protected] / [email protected]

SOURCE Aurora Capital Companions