INSULET CORPORATION (NASDAQ:PODD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement.
and 100 Nagog Park Limited Partnership (NPLP) entered into
a Purchase and Sale Agreement (the Agreement) to which the
Company agreed to purchase from NPLP certain property located at
100 Nagog Park in Acton, Massachusetts (the Property). The
Property consists of approximately 25 acres of land and all
buildings, structures, parking areas, and improvements located
thereon, including a three-story facility with approximately
195,000 square feet of space.
conditions thereof, the Company has agreed to pay NPLP a total
purchase price for the Property of $9,250,000, subject to certain
adjustments for taxes and utility charges. The Agreement requires
to the Company to deposit $462,500 (the Initial Deposit)
into escrow within two business days after execution of the
Agreement; the Company is required to pay the remainder of the
purchase price at the closing of the transaction.
execution of the Agreement and the closing of the transaction, to
obtain a title insurance commitment and a new survey of the
Property, as well as to conduct a diligence review with respect
to the Property. Subject to certain objection procedures and time
limits set forth in the Agreement, the Company has the right to
terminate the Agreement if (a) such title insurance policy or new
survey reveals certain defects in NPLPs title to the Property
that NPLP is unable to cure (without excessive cost), or (b) the
Company is not satisfied with the results of such diligence
review. The Company also has the right to terminate the Agreement
if, prior to the closing, either the Property suffers any
material damage or a material portion of the Property is taken by
eminent domain proceedings (or by deed in lieu thereof).
party in connection with default. In the case of a termination by
NPLP based on default and failure to close by the Company, the
Agreement further provides that NPLP is entitled to retain the
Initial Deposit as its sole monetary remedy for such default and
failure to close.
before February 15, 2017, unless the parties agree to a different
date. Each of the Companys and NPLPs obligation to consummate the
transaction is subject to customary conditions, including, in the
case of the Company, (a) the issuance of a title insurance policy
with respect to the Property (or the issuance of a binding and
unconditional commitment to issue such a title insurance policy)
that meets the requirements set forth in the Agreement, and (b)
the absence of a material adverse change in the condition of the
Property after the date of the Companys inspections thereof.
warranties that are customary for a transaction of this nature.
complete and is qualified in its entirety by reference to the
full text of the Agreement, which is filed as Exhibit 1.1 hereto
and incorporated by reference herein.
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Exhibit
No.
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Description
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1.1
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Purchase and Sale Agreement, dated as of December 16, 2016,
by and between 100 Nagog Park Limited Partnership and Insulet Corporation. |
About INSULET CORPORATION (NASDAQ:PODD)
Insulet Corporation is engaged in the development, manufacturing and sale of the OmniPod Insulin Management System (the OmniPod System), an insulin delivery system for people with insulin-dependent diabetes. The OmniPod System consists of the OmniPod, a small, self-adhesive disposable tubeless OmniPod device, which is worn on the body for approximately three days at a time and its wireless handheld Personal Diabetes Manager (PDM). The Company purchases OmniPods pursuant to its agreement with Flextronics. It also partners with pharmaceutical and biotechnology companies to tailor the OmniPod technology platform for the delivery of subcutaneous drugs across multiple therapeutic areas. It sells the OmniPod System and other diabetes management supplies in the United States through direct sales to customers or through its distribution partners. The Company purchases OmniPods pursuant to its agreement with Flextronics. The OmniPod System is available in Europe, Canada and Israel. INSULET CORPORATION (NASDAQ:PODD) Recent Trading Information
INSULET CORPORATION (NASDAQ:PODD) closed its last trading session down -0.60 at 37.98 with 485,671 shares trading hands.
