Good morning, and welcome to Rockwell Medical's conference call and webcast. Please note, this event is being recorded. At this time, I would like to turn the conference call over to Heather Hunter, Senior Vice President and Chief Operating Officer at Rockwell Medical. Heather, please go ahead. Good morning, and thank you for joining us for this update on Rockwell Medical. Joining me on today's conference call is Rockwell Medical's President and CEO, Dr. Mark Strobeck, and Jesse Neri, Rockwell's Chief Financial Officer. Before we begin, I would like to remind you that this conference call will contain forward-looking statements about Rockwell Medical within the meaning of the federal securities laws, including but not limited to the types of statements identified as forward-looking in our annual report on Form 10-K and our subsequent periodic reports filed at the SEC. These statements are subject to risks and uncertainties that could cause actual results to differ materially. Please note that these forward-looking statements reflect our opinions and expectations only as of today. Except as required by law, we specifically disclaim any obligation to update or revise these forward-looking statements in light of new information or future events. Factors that could cause actual results or outcomes to differ materially from those expressed in or implied by such forward-looking statements are discussed in greater detail in our subsequent periodic and current reports filed with the SEC, including the current report on Form 8-K filed in connection with the transaction and the exhibits thereto, and the press release relating to the transaction. Our reports filed with the SEC, along with today's press release and a replay of today's conference call and webcast, can be found on Rockwell Medical's website under the Investor section. Now, I will turn the call over to Mark Strobeck, Rockwell Medical's President and CEO. Thank you, Heather, and good morning, everyone. This morning, we announced that Rockwell Medical has entered into an equity and asset purchase agreement with Vantive Limited to acquire Vantive's global hemodialysis concentrates, hemodialysis machines, including the AK 98, water treatment systems, related consumables, and technical services business. Based on the current projections, we estimate that the combined business could generate annual revenue between $400 million and $450 million, 90% of which we expect would be reoccurring. In addition, Rockwell expects to acquire Vantive's 1 million square foot state-of-the-art manufacturing campus in Medolla, Italy, and additional assets around the globe. This is a transformational transaction for Rockwell Medical, and we are incredibly excited to bring these two businesses together to form one of the world's leading hemodialysis medical device manufacturers and suppliers. This acquisition is expected to close in the middle of 2027, subject to receipt of required regulatory approvals and the satisfaction or waiver of the other closing conditions set forth in the agreement. Four years ago, we initiated a turnaround of Rockwell Medical's business. When we set out on this mission, we highlighted three critical phases of company development that would frame our long-term strategy. First, eliminate non-core activities and refocus Rockwell on its core expertise in manufacturing and distributing hemodialysis products to grow the core business and develop Rockwell into a sustainably profitable platform. We successfully completed this phase I in the second half of 2024 and have maintained the underlying profitability profile of our core operations, excluding transaction-related expenses associated with the acquisition. Next, our plan called for us to leverage our more stable platform to expand into new HD product opportunities in global markets and build a larger global renal care portfolio. Then finally, once we are a larger globally recognized leader in the renal care space, we plan to turn our attention to more novel, innovative technologies and therapies that drive higher margins and seek to have a meaningful impact on patient care. Our acquisition of Vantive's hemodialysis business is expected to accelerate the phase II of our development in a single transaction and rapidly accelerate our development into a leading global renal care company. I want to walk you through why we believe this transaction is truly transformational for Rockwell Medical. This transaction fundamentally changes the scale, scope, and strategic profile of our company. It transforms Rockwell Medical from a primarily U.S.-based hemodialysis concentrates business into a vertically integrated globally scaled hemodialysis platform, with a broader product portfolio, an international manufacturing and distribution footprint, a larger install base, and multiple streams of recurring revenue. First, the transaction substantially broadens the hemodialysis solutions we can offer dialysis providers. In addition to our core liquid and dry concentrates business, Rockwell Medical will add additional dry concentrate cartridges and additional concentrate formulations. We will add hemodialysis machines, including the AK 98, related parts and consumables, water treatment systems, including the CWP 100 and CWP 800, and a global technical services team. These are highly complementary products and capabilities that have the potential to expand our role within the hemodialysis treatment ecosystem and deepen the value we can deliver to customers. This broad portfolio also changes the nature of our revenue base. We will no longer be principally dependent on the sale of hemodialysis concentrates alone. The acquired hemodialysis machine installed base of approximately 100,000 machines creates ongoing demand for related consumables, replacement parts, technical services, and other aftermarket support. Together with our concentrates business, these offerings are expected to provide a larger and more durable base of recurring revenue tied to the ongoing delivery of hemodialysis treatments. Second, the transaction gives Rockwell Medical a global operating platform that would take years to replicate organically. Rockwell is already one of two major U.S. manufacturers and suppliers with the production capacity, scale, and transportation infrastructure required to serve the hemodialysis concentrate needs of the U.S. dialysis market. Through this acquisition, we have the opportunity to combine our strong domestic position with established international products, customer relationships, distribution capabilities, and technical expertise into Canada, Europe, and the Asia Pacific area. A central component of that global platform is Vantive's manufacturing campus in Medolla, Italy. Subject to the terms and conditions of the agreement, we expect to acquire this 1 million square foot state-of-the-art campus, which is located within the Mirandola Biomedical District, the third-largest med tech region in the world. This site currently manufactures dry concentrate cartridges, hemodialysis machines, related parts and consumables, and water treatment systems supporting the broader hemodialysis portfolio. The Medolla campus provides us with an immediate European operating presence, specialized manufacturing and distribution capabilities, established technical expertise, and infrastructure supporting a broader global customer base. When combined with the continued ramp-up of our further automated concentrate production lines in the U.S., we believe the expanded manufacturing network will enhance our scale, operating efficiency, and ability to compete as a reliable global supplier. Third, this transaction brings together complementary products, customer relationships, operating capabilities, and technical expertise under one organization. The result will be a more diversified and scalable renal care company with a stronger ability to support customers across products, geographies, and stages of the hemodialysis treatment process. It will also strengthen our ability to provide the quality, reliability, technical support, and continuity of supply that dialysis providers and patients depend on every day. Importantly, this is not diversification away from our core. It's an expansion of our core. Hemodialysis concentrates are our foundation, and this transaction allows us to build outward from that position into complementary products and services that are sold to many of the same customers, used within the same treatment environment, and supported by many of the same commercial and operational capabilities. The combined businesses will therefore have greater product breadth, significantly expanded international reach, and a more diversified mix of recurring revenue streams. We believe this creates a stronger platform for profitable growth, innovation, and long-term shareholder value. Finally, continuity will be critical priority throughout this transition. We are committed to working closely with Vantive to support customers, patients, and employees, and to maintain reliable access to the products, services, and technical support on which care providers depend. In summary, this transaction is transformational because it changes Rockwell's scale, geographic reach, product breadth, manufacturing footprint, and revenue profile, all while remaining firmly centered on the hemodialysis market we know well. It positions us to move from being a leading U.S. concentrate supplier to becoming a broader, vertically integrated, and globally relevant hemodialysis company. I'm now going to turn the call over to Jesse to walk through the financial terms of this transaction. Under the terms of the agreement, the aggregate base purchase price is $125 million, subject to customary adjustments. Vantive will provide financing through two $50 million term loans, plus a $25 million convertible note. Vantive may also receive up to $45 million in contingent consideration tied to specified revenue and EBITDA milestones. If achieved, these payments will be made over several years. Tranche A, the first of the two seller finance notes, has a six-year term and an initial interest rate of SOFR plus 550 basis points. The rate increases by 75 basis points annually. Tranche B also has a six-year term with an initial interest rate of SOFR plus 700 basis points. This rate also increases by 75 basis points per year. Neither term loan carries a prepayment penalty, and we believe the seller finance structure helps align Rockwell and Vantive's objectives. The $25 million convertible note will have an initial conversion price set at a 100% premium to the 15-day volume-weighted average price, or VWAP, of our common stock at the time of signing. We believe this premium reflects the underlying value of Rockwell Medical. As Mark mentioned, we expect the combined enterprise to generate annual sales of $400 million-$450 million, with approximately 90% forecasted to be recurring revenue. We expect the combined business will generate sufficient cash to meet its financing obligations. As disclosed in this morning's press release, we are withdrawing our 2026 guidance for net sales, gross margin, adjusted EBITDA, and operating cash flow due to transaction-related expenses expected in the third and fourth quarters. I will now turn the call back over to Mark for closing remarks before we open up the call for questions. Thank you, Jesse. With today's announcement, we embark on an exciting new chapter for Rockwell Medical. This transaction has the potential to significantly accelerate the next phase of our growth by adding product breadth, global distribution, manufacturing, research and development infrastructure, technical services, and a broader, more diversified customer base. Between signing and closing of this transaction, Rockwell Medical will work in partnership with the Vantive team to build and successfully execute an integration plan and support an orderly transition and continuity of supply at close and beyond. It is important to note that we will have transition services agreements and manufacturing and supply agreements in place with Vantive to support the transition of the business, including with respect to employees, customers, systems, processes, manufacturing, product registrations, and distribution. Following the closing, we believe the complementary products, capabilities, and expertise of these hemodialysis businesses can create a stronger, more scalable global renal care platform with a broad product portfolio, greater international reach, and enhanced opportunities to serve dialysis providers and patients. We look forward to keeping you updated in the coming months as we move towards closing this transaction. With that, I'll conclude the formal remarks and turn the call over to our operator to open the line for questions. We will now begin the question-and-answer session. If you would like to ask a question, please press star one to raise your hand. To withdraw your question, press star one again. We ask that you pick up your handset when asking a question to allow for optimum sound quality. If you are muted locally, please remember to unmute your device. Please note that Rockwell Medical will only be taking questions specific to today's announcement. The company will not answer questions related to Rockwell Medical's financial performance for the three and nine months ended September 30, 2026. The company will address those questions on its earnings call, which is scheduled for Thursday, November 12. Please stand by while we compile the Q&A roster. Your first question comes from the line of Ram Selvaraju with H.C. Wainwright. Ram, your line is open. Please go ahead. Hi, this is Jan Siess, sitting in for Ram. Thank you for taking my question. I have three. The first is, given the seller finance structure and the expectation that the combined business is going to generate sufficient cash to meet its financing obligations, how should we think about Rockwell's pro forma liquidity position and cash runway? Do you anticipate needing additional capital to support integration or ongoing operations? Yeah. As of right now, we do not need additional cash to support operations between signing and close. We are contemplating financing structures that could be beneficial here for us post-close. But as of right now, we are sufficiently funded to get through this period of time. Got it. Beyond the transition period, do you anticipate maintaining an ongoing commercial relationship with Vantive? Do you think Vantive, for example, might remain a customer of Rockwell's hemodialysis business following this transaction? Yes. The plan is that post-closing, that we will both be a customer of theirs, and we will be a supplier of theirs as well. Got it. Thank you. This is my last one. You mentioned that the acquired products serve many of the same customers and significantly expand your international reach. Do you see an opportunity to introduce Rockwell Medical's legacy concentrate products into Vantive's existing customer base, particularly with respect to international markets? How significant could that opportunity become, you think? Yeah, I actually think it's for us, they manufacture a set of concentrate products that are very similar to the ones that we manufacture here in the U.S. So I think that where the opportunity lies is actually introducing the other components of the Vantive portfolio into our existing customer base here in the U.S. I think that is a pretty significant opportunity. We're not releasing that information yet, but we think the cross-selling opportunities within our existing customer base is significant, and I think could provide an opportunity for growth. Got it. Thank you so much for taking my questions. Sure. As a reminder, if you would like to ask a question, please press star one to raise your hand. Your next question comes from the line of Jeremy Pearlman with Maxim Group. Jeremy, your line is open. Please go ahead. Good morning. Thank you for taking the question. Maybe just first, how does the acquired Vantive business or the potential acquired business compare? How do maybe the gross margins and the EBITDA margins compare to Rockwell Medical currently? Will they be accretive from the get-go, or there is going to be some time to bring them up to the levels or above what Rockwell Medical is seeing now? Hey, Jeremy. Thanks for your question. The acquired product groups have similar margins to what Rockwell Medical is currently at, although we do think there is some upside there once we take over the business. Okay. Understood. What is the competitive landscape like globally? You have been focused pretty much predominantly in the U.S., so we are familiar with that market and the big players there. Who are some of Vantive's top competitors? What are the regions that their largest customer base is from or that they sell to, and where do you see the biggest potential for expansion beyond that? Yeah. In the regions outside of the U.S., there are a number of large players that service and complete hemodialysis procedures, such as the companies that are current competitors of ours. You have big suppliers like B. Braun, you have big suppliers like Nipro. Those are all present within the global market. In a number of the countries outside of the U.S., those treatments are provided through government tenders. Vantive brings a number of tenders that are in place within the 35+ territories that we are acquiring, that are contracts that cover all of the products that we currently, well, will currently manufacture and sell. In addition, they have a machine install base of 100,000 machines that I think has an opportunity for us to grow that install base as well as to leverage off of that install base to continue to grow the opportunity. We are looking to access that and enhance the products we sell within those centers that have machines that are currently installed. Overall, we think there is a tremendous opportunity to grow this business. We think with the expertise that we have, the resources that we intend to provide to support this business, that we will be able to grow it beyond what our current projections are. Okay. Understood. Just last questions from us. What do you think may be the biggest operational challenges you can anticipate integrating these businesses together? I think you mentioned, I am not sure, just to follow up, did you mention earlier in the call that you will be keeping the existing Vantive management team, or is there any other management capabilities and infrastructure that you will have to build out post the close? Yeah. We are focused right now is working with Vantive to build a comprehensive integration plan and strategy. That is where all of our attention and focus is going to be, making sure that at the time of close and day one, that we are in a position to be able to take on that business. Our teams are working and will work with Vantive quite closely to help us to do that. As it relates to particularly the manufacturing site in Medolla, we think this is a great opportunity to make that site a center of excellence for us as we look to continue to develop the products that we have, add new products, and expand into the territories that we are currently supporting. It's a state-of-the-art manufacturing facility with a tremendous team of experienced professionals that are joining Rockwell and going to become part of the Rockwell family. We're super excited to have them be a part of the organization and to discuss ways in which to build and enhance that facility to support our global operations. It's a super exciting addition for us. Okay. Thank you for all that information. I'll hop back into the queue. Thanks. We have reached the end of our Q&A session, and this concludes today's call. Thank you for attending. You may now disconnect.
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