INTEGRA LIFESCIENCES HOLDINGS CORPORATION (NASDAQ:IART) Files An 8-K Entry into a Material Definitive Agreement
ITEM1.01
| Entry into a Material Definitive Agreement |
As previously reported on February14, 2017, Integra LifeSciences
Holdings Corporation, a Delaware corporation (the Company or
Integra), entered into a binding offer letter (the Offer Letter)
with DePuy Synthes, Inc., a Delaware corporation (DePuy Synthes)
and wholly-owned subsidiary of Johnson Johnson, to which the
Company made a binding offer (the Offer) to acquire certain
assets, and assume certain liabilities, of Johnson Johnsons
Codman neurosurgery business (the Transaction). The assets and
liabilities subject to the proposed Transaction relate to the
research, development, manufacture, marketing, distribution and
sale of certain products used in connection with neurosurgery
procedures (the Business). The purchase price for the Transaction
is $1.045billion, subject to adjustments set forth in the
Purchase Agreement (as defined below) relating to the book value
of inventory transferred to the Company at the closing of the
Transaction, the book value of certain inventory retained by
DePuy Synthes and the amount of certain prepaid taxes (as so
adjusted, the Purchase Price).
to the terms of the Offer Letter, following the conclusion of
certain statutory information or consultation processes in
connection with the Transaction by the employees of DePuy Synthes
and its affiliates in France, Switzerland, and Germany, on May11,
2017, DePuy Synthes accepted the Companys offer and countersigned
the Asset Purchase Agreement (the Purchase Agreement) with
respect to the Transaction, previously executed by the Company.
Completion of the Transaction remains subject to the satisfaction
or waiver of customary closing conditions, including, among other
things, (i)the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(the HSR Act), (ii)obtaining antitrust approvals in Spain, the
United Kingdom and India, (iii)the transfer of certain product
registrations required for the operation of the Business, (iv)the
receipt of certain audited and unaudited financial statements of
the Business, (v)the absence of a material adverse effect
regarding the Business, and (vi)customary conditions regarding
the accuracy of the representations and warranties and material
compliance by the parties with their respective obligations under
the Purchase Agreement. The parties have received antitrust
clearance in India and have applied for antitrust clearance under
the HSR Act and in Spain and the United Kingdom.
The foregoing summary of the Purchase Agreement and the
transactions contemplated by the Purchase Agreement does not
purport to be complete and is subject to, and qualified in its
entirety by reference to, the full text of the Purchase
Agreement, which is filed as Exhibit 2.1 to this Current Report
on Form 8-K.
The
representations, warranties and covenants of the parties
contained in the Purchase Agreement have been made solely for the
benefit of such parties. In addition, such representations,
warranties and covenants are: (i)made only for purposes of the
Purchase Agreement, (ii)qualified by confidential disclosures
made by the parties to each other in connection with the Purchase
Agreement, (iii)subject to materiality qualifications contained
in the Purchase Agreement which may differ from what may be
viewed as material by investors, (iv)made only as of the date of
the Purchase Agreement or such other date as is specified in the
Purchase Agreement and (v)included in the Purchase Agreement for
the purpose of allocating risk between the contracting parties
rather than establishing matters as facts. Accordingly, the
Purchase Agreement is included with this filing only to provide
investors with information regarding the terms of the Purchase
Agreement, and not to provide investors with any other factual
information
regarding the
parties or their respective businesses. Investors should not rely
on the representations, warranties or covenants, or any
descriptions thereof, as characterizations of the actual state of
facts or condition of the parties or any of their respective
subsidiaries or affiliates. Moreover, information concerning the
subject matter of the representations and warranties may change
after the date of the Purchase Agreement, which subsequent
information may or may not be fully reflected in the parties
public disclosures. The Purchase Agreement should not be read
alone, but should instead be read in conjunction with the other
information regarding the parties, the Transaction and other
documents that the parties have filed and will file with the U.S.
Securities and Exchange Commission.
Forward-Looking
Statements
This Current
Report on Form 8-K contains forward-looking statements, including
statements regarding the proposed transaction and the ability to
consummate the proposed transaction. Statements in this document
may contain, in addition to historical information, certain
forward-looking statements. Some of these forward-looking
statements may contain words like believe, may, could, would,
might, possible, should, expect, intend, plan, anticipate, or
continue, the negative of these words, other terms of similar
meaning or they may use future dates. Forward-looking statements
in this document include without limitation statements regarding
the planned completion of the Transaction, the benefits of the
Transaction, including future financial and operating results,
the Companys or the Businesss plans, objectives, expectations and
intentions and the expected timing of completion of the
Transaction. It is important to note that the Companys goals and
expectations are not predictions of actual performance. Actual
results may differ materially from the Companys current
expectations depending upon a number of factors affecting the
Business and the Companys business and risks and uncertainties
associated with acquisition transactions. These factors include,
among other things: successful closing of the Transaction; the
risk that competing offers will be made for the Business before
the Offer is accepted; the ability to obtain required regulatory
approvals for the Transaction (including the approval of
antitrust authorities necessary to complete the Transaction), the
timing of obtaining such approvals and the risk that such
approvals may result in the imposition of conditions, including
with respect to divestitures, that could materially adversely
affect the Company, the Business and the expected benefits of the
Transaction; the risk that a condition to closing of the
Transaction may not be satisfied on a timely basis or at all, the
failure of the Transaction to close for any other reason and the
risk liability to the Company in connection therewith; access to
available financing (including financing for the acquisition) on
a timely basis and on reasonable terms; the effects of disruption
caused by the Transaction making it more difficult for the
Company to execute its operating plan effectively or to maintain
relationships with employees, vendors and other business
partners; stockholder litigation in connection with the
Transaction; the Companys ability to successfully integrate the
Business and other acquired businesses; global macroeconomic and
political conditions; the difficulty of predicting the timing or
outcome of product development efforts and regulatory agency
approvals or actions, if any; physicians willingness to adopt and
third-party payers willingness to provide reimbursement for the
Companys and the Businesss existing, recently launched and
planned products; difficulties or delays in manufacturing; the
availability and pricing of third party sourced products and
materials; and other risks and uncertainties discussed in the
Companys filings with the SEC, including the Risk Factors
sections of the Companys Annual Report on Form 10-K for the year
ended December31, 2016 and subsequent quarterly reports on Form
10-Q. The Company undertakes no obligation to update any
forward-looking statements as a result of new information, future
developments or otherwise, except as expressly required by law.
All forward-looking statements in this document are qualified in
their entirety by this cautionary statement.
| Item9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d)
Exhibits
| 2.1 |
Asset Purchase Agreement, dated as of February14, 2017, between DePuy Synthes and the Company* |
| * |
Schedules and exhibits have been omitted to Item 601(b)(2) of Regulation S-K, but a copy will be furnished to the Securities and Exchange Commission upon request. |
to the
requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
INTEGRA LIFESCIENCES HOLDINGS CORPORATION |
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|
Date: May15, 2017 |
By: |
/s/ Glenn G. Coleman |
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|
Glenn G. Coleman |
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|
Title: |
Corporate Vice President, and Chief Financial Officer |
EXHIBIT
INDEX
|
ExhibitNo. |
Description |
|
| 2.1 |
Asset Purchase Agreement, dated as of February14, 2017, |
| * | Schedules and exhibits have been omitted |
About INTEGRA LIFESCIENCES HOLDINGS CORPORATION (NASDAQ:IART)
Integra LifeSciences Holdings Corporation is a medical technology company. The Company focuses on the development, manufacturing and marketing of surgical implants and medical instruments. Its products are used in neurosurgery, extremity reconstruction, orthopedics and general surgery. Its segments include Specialty Surgical Solutions, which offers products, including specialty surgical instrumentation for a range of specialties. Its product category includes products and solutions for dural repair, precision tools and instruments, tissue ablation and neuro critical care, including product portfolios used in neurosurgery operation suites and critical care units, and Orthopedics and Tissue Technologies, which offers products of a combination of differentiated regenerative technology products for soft tissue repair and tissue regeneration products, and small bone fixation and joint replacement hardware products for both upper extremities and lower extremities. INTEGRA LIFESCIENCES HOLDINGS CORPORATION (NASDAQ:IART) Recent Trading Information
INTEGRA LIFESCIENCES HOLDINGS CORPORATION (NASDAQ:IART) closed its last trading session up +0.35 at 46.73 with 316,235 shares trading hands.
