Rockwell Medical to Buy Vantive's Hemodialysis Business for $125 Million Plus Debt-Style Financing

Rockwell Medical (Nasdaq: RMTI) agreed to acquire Vantive Limited's in-center hemodialysis business in 35 jurisdictions, including the United States, the company said in an 8-K filed Tuesday, Nov. 3, 2026. The base purchase price is $125 million, subject to adjustments for cash, working capital and indebtedness.

Seller financing carries the deal

The Closing Consideration will be paid almost entirely by affiliates of Vantive. It consists of two $50 million term loans, Tranche A and Tranche B, and a $25 million convertible promissory note. The term loans bear interest at Term SOFR, with a 2.50% floor, plus a margin that rises each year. Tranche A starts at 5.50% and reaches 9.25%; Tranche B starts at 7.00% and reaches 10.75%. The loans mature on the sixth anniversary of the closing.

The convertible note pays 3.0% interest in kind and matures on the sixth anniversary of the closing. Its initial conversion price is $14.94 a share, which the company said is 200% of a $7.47 reference price. Until stockholders approve the issuance, the company may not issue conversion shares beyond 19.99% of its outstanding shares.

Earnout and scale

Vantive can also receive up to $45 million in earnout payments. These include 30% of pro forma EBITDA above $10 million a year for up to eight years, capped at $25 million in total, and two $10 million payments tied to pro forma revenue above $480 million and $500 million.

The company's 2025 revenue was $69.3 million, down 32% from the prior year, and it posted a net loss of $5.3 million. It ended the second quarter of 2026 with $10.5 million in cash and equivalents. The press release said the combined business could generate annual revenue of $400 million to $450 million, a projection the company based on current assumptions.

Timing and conditions

The company expects the deal to close in mid-2027, subject to regulatory approvals, including merger control clearance and Italian foreign investment review. The Italian Medolla manufacturing campus is part of the purchase. Either party may terminate if the deal has not closed by Nov. 1, 2027, a date that can be extended twice by 90 days each. The agreement has no termination fee.

The company also said it is withdrawing its 2026 guidance for net sales, gross margin, adjusted EBITDA and operating cash flow because of expected transaction and financing costs. The company did not say how large those costs would be.

The term loans will be secured by substantially all of the company's U.S. assets, and the existing Innovatus loan will be repaid at closing.