TELEFLEX INCORPORATED (NYSE:TFX) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01. Completion of Acquisition or Disposition of Assets.
On October 2, 2017, Teleflex Incorporated (the “Company”) completed its previously announced acquisition of NeoTract, Inc. (“NeoTract”), to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 4, 2017, by and among the Company, Teleflex Urology Limited, a private limited company incorporate under the laws of Ireland (“Teleflex Urology”), NeoTract and Naples Merger Sub Inc., a wholly-owned subsidiary of the Teleflex Urology (“Merger Sub”). to the Merger Agreement, Merger Sub merged with and into NeoTract (the “Merger”), with NeoTract surviving the Merger as a wholly-owned subsidiary of Teleflex Urology.
At the closing, Teleflex Urology paid a purchase price of $725 million in cash, subject to customary purchase price adjustments, and the Merger Agreement provides for additional milestone payments by Teleflex Urology of up to $375 million in the aggregate, which milestone payments are each subject to certain net sales requirements with respect to sales of certain products as further described in the Merger Agreement.
The description of the Merger and the Merger Agreement contained in this Item 2.01 does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Form 8-K filed by the Company with the Securities and Exchange Commission on September 5, 2017, and is incorporated by reference herein.
Item 8.01. Other Events.
On October 2, 2017, the Company issued a press release announcing the completion of its acquisition of NeoTract, a copy of which is filed as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits. The following exhibits are filed as part of this report:
99.1Press Release, dated October 2, 2017.
TELEFLEX INC ExhibitEX-99.1 2 exhibit991to10-2x20178xkre.htm EXHIBIT 99.1 Exhibit Exhibit 99.1Contact: Jake Elguicze Treasurer and Vice President of Investor Relations 610-948-2836FOR IMMEDIATE RELEASEOctober 2,…To view the full exhibit click here
About TELEFLEX INCORPORATED (NYSE:TFX)
Teleflex Incorporated is a provider of medical technology products. The Company designs, develops, manufactures and supplies single-use medical devices used by hospitals and healthcare providers for diagnostic and therapeutic procedures in critical care and surgical applications. The Company markets and sells its products to hospitals and healthcare providers, across the world, through a combination of its direct sales force and distributors. The Company operates through six segments: Vascular North America; Anesthesia North America; Surgical North America; Europe, the Middle East and Africa (EMEA); Asia, and Original Equipment Manufacturer (OEM). The Company manufactures its products at approximately 30 manufacturing sites, with manufacturing operations located in the Czech Republic, Germany, Malaysia, Mexico and the United States. The Company’s all others businesses include single-use respiratory, urology and cardiac care products, as well as capital equipment.
