The Federal Trade Commission announced on November 17, 2025 that it will not appeal the U.S. District Court’s denial of its request for a preliminary injunction against the pending acquisition of Surmodics by an affiliate of private‑equity firm GTCR. The court’s order, issued on November 10, 2025, had prevented the merger from closing until the temporary restraining order expired on November 17, 2025, and the FTC’s decision removes the last regulatory barrier to consummation.
Surmodics agreed to be acquired for $43.00 in cash per share, valuing the company at approximately $627 million and representing a 41.1% premium to the 30‑day volume‑weighted average closing price through May 28, 2024. The transaction is structured as a full‑cash deal, giving Surmodics shareholders a clear and immediate return on their investment.
GTCR’s “Leaders Strategy™” focuses on partnering with high‑performing management teams to build market leaders. By acquiring Surmodics, GTCR aims to integrate the company’s advanced medical‑device coating technology into its broader healthcare portfolio, creating synergies that can accelerate product development, expand market reach, and enhance competitive positioning in the outsourced hydrophilic coating segment.
The FTC’s initial challenge was based on the combined entity’s projected control of more than 50% of the outsourced hydrophilic medical‑device coating market, a concentration that could stifle competition and innovation. The court found the FTC had not met its burden to demonstrate a likelihood of success on the merits and accepted GTCR’s proposal to divest certain Biocoat assets to contract‑manufacturer Integer as a sufficient remedy to address the antitrust concerns.
President and CEO Gary Maharaj said, “With incremental clarity from the FTC, we are pleased to be able to move forward with closing the acquisition by GTCR. Our team is now working to do so expeditiously, for the benefit of all of our stakeholders.” He added that the court’s ruling is a significant step toward completing the merger and positioning the company to continue delivering benefits to physicians, patients, and customers.
The market reacted positively to the announcement, with analysts noting that the removal of the regulatory hurdle significantly de‑risks the transaction and enhances the likelihood of a timely closing. The decision also signals a broader shift in the FTC’s merger enforcement approach, suggesting that well‑structured remedies such as divestitures can satisfy competition concerns even in highly concentrated markets.
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