Accelus’s $482 Million Combination with CHP Merger Corporation

Cadwalader advised Integrity Implants on the deal, while Ropes & Gray advised CHP Merger Corp.

Integrity Implants Inc. (d/b/a Accelus) entered into its definitive business combination agreement with CHP Merger Corporation (NASDAQ: CHPM), a special acquisition company (SPAC), in a transaction with an implied enterprise value of approximately $482 million. Upon the closing of the business combination, CHP Merger Corp. will be renamed Accelus. The business combination is expected to be completed in early 2022.

Based in Palm Beach Gardens, Florida, Accelus is a commercial stage medical technology company with a mission to accelerate the adoption of minimally invasive surgery as the standard of care in spine. With a portfolio of MIS spinal implants leveraging its proprietary Adaptive GeometryTM technology and a compact precision robotics platform, Accelus is focused on improving procedures and outcomes, creating favorable economics, and providing broad accessibility across end markets, including ambulatory surgery centers and internationally.

CHP Merger Corp. is a Special Purpose Acquisition Vehicle formed by an affiliate of Concord Health Partners (“Concord”). Concord Health Partners is a healthcare private equity firm that invests in growth stage companies with innovative technologies that advance healthcare through lower costs, higher quality and expanded access to care.

Piper Sandler served as exclusive financial advisor to Accelus. Credit Suisse served as financial and capital markets advisor, and J.P. Morgan Securities LLC served as a capital markets advisor to CHP Merger Corp.

The Cadwalader team included Corporate partners Stephen Fraidin (Picture), Greg Patti andJoanna Valentine, special counsel Erica Hogan and associates Dmitry Morgan, Camillo Di Donato and Steven Szaro, Litigation special counsel Aaron Lang and Tax special counsel Joseph Soltis.

The Ropes & Gray team that represented CHP Merger Corp. was led by corporate partner Carl Marcellino (New York), and included capital markets partners Christopher Capuzzi and Paul Tropp (both of New York), health care partner Michael Lampert, IP transactions partner Regina Sam Penti and tax partner Elaine B. Murphy (all of Boston), life sciences, regulatory & compliance partner Kellie Combs and real estate counsel Annise Maguire (both of Washington, D.C.), corporate associates Jessica Cooney (New York) and Garrett Miller (Boston), and employment, executive compensation & benefits associate Pascal Mayer (New York).

Involved fees earner: Camillo Di Donato – Cadwalader Wickersham & Taft; Stephen Fraidin – Cadwalader Wickersham & Taft; Erica Hogan – Cadwalader Wickersham & Taft; Aaron Lang – Cadwalader Wickersham & Taft; Dmitry Morgan – Cadwalader Wickersham & Taft; Gregory Patti – Cadwalader Wickersham & Taft; Joseph Soltis – Cadwalader Wickersham & Taft; Steven Szaro – Cadwalader Wickersham & Taft; Joanna Valentine – Cadwalader Wickersham & Taft; Christopher Capuzzi – Ropes & Gray; Kellie Combs – Ropes & Gray; Jessica Cooney – Ropes & Gray; Michael Lampert – Ropes & Gray; Annise Maguire – Ropes & Gray; Carl Marcellino – Ropes & Gray; Pascal Mayer – Ropes & Gray; Garrett Miller – Ropes & Gray; Elaine Murphy – Ropes & Gray; Regina Sam Penti – Ropes & Gray; Paul Tropp – Ropes & Gray;

Law Firms: Cadwalader Wickersham & Taft; Ropes & Gray;

Clients: Accelus; CHP Merger;