Rockwell Medical to Acquire Vantive’s Hemodialysis Business for $125 Million

Rockwell Medical has entered into an Equity and Asset Purchase Agreement with Vantive Limited to acquire Vantive’s hemodialysis (HD) concentrates, HD machines including the AK-98, water treatment systems, and related consumables and technical services business. The transaction also includes Vantive’s approximately one-million-square-foot manufacturing campus in Medolla, Italy, located within the Mirandola Biomedical District, which the companies described as the third-largest medtech region in the world. The Medolla campus currently manufactures dry concentrate cartridges, HD machines, related parts and consumables, and water treatment systems supporting the broader HD product portfolio.

Under the terms of the agreement, the aggregate base purchase price is $125 million, subject to customary adjustments, to be financed through two $50 million term loans from Vantive plus a $25 million convertible note issued to Vantive, with an initial conversion price equal to a 100% premium to the 15-day volume-weighted average price of Rockwell Medical’s common stock. Vantive may also receive up to $45 million of additional contingent consideration based on specified revenue and EBITDA milestones. Based on current assumptions including operational performance, foreign exchange rates, market conditions, and successful integration, Rockwell Medical estimates the combined business could generate annual revenue between $400 million and $450 million. The transaction is expected to close in mid-2027, subject to required regulatory approvals and satisfaction of other closing conditions.

Vantive’s dialyzer portfolio, including the Theranova dialyzer, which enables HDx therapy, is not included in the transaction. Vantive said the divestiture advances its evolution toward a more focused portfolio centered on home dialysis and critical care intervention, building on its history of pioneering therapies from making home dialysis broadly available to advancing continuous renal replacement therapy for patients with acute kidney injury in the ICU. Rockwell Medical said the acquisition represents a significant step in its strategy to transform from a U.S.-based concentrates business into a more diversified global supplier of hemodialysis products and services. Rockwell Medical also announced it is withdrawing its previously issued 2026 guidance for net sales, gross margin, adjusted EBITDA, and operating cash flow due to projected transaction-related and financing-related expenses associated with the proposed acquisition. Aquilo Partners is acting as exclusive financial advisor and Gibson Dunn and Crutcher as legal counsel to Rockwell Medical, while Perella Weinberg Partners and Barclays are acting as financial advisors and Kirkland and Ellis as legal counsel to Vantive.

Mark Strobeck, Ph.D., President and Chief Executive Officer of Rockwell Medical, said acquiring Vantive’s hemodialysis assets and associated operations represents a transformative step in the company’s evolution and directly advances the strategy it has been executing over the past several years. Strobeck noted that the transaction has the potential to accelerate Rockwell Medical’s next phase of growth by adding product breadth, global distribution, manufacturing and R&D infrastructure, technical service capabilities, and recurring revenue streams that would take years to build organically, and that the combined businesses create a stronger platform for growth, innovation, and long-term value creation for customers, patients, employees, and shareholders.

Chris Toth, Chief Executive Officer of Vantive, said the company’s priority has been to identify the right buyer that understands the importance of continuity for customers, patients, and employees. Toth noted that Rockwell Medical’s singular focus on hemodialysis, operating experience, and commitment to investing in people and capabilities provide a strong foundation for the next chapter of these assets and operations. Toth added that Vantive is confident Rockwell Medical is well positioned to support the continued growth and development of this important therapy, that the combined business should benefit from increased investment, and that Vantive is committed to working together through the transition to help ensure continuity of care and reliable access to the products, services, and support patients and care providers depend on.