INTEGRA LIFESCIENCES HOLDINGS CORPORATION (NASDAQ:IART) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement

On September8, 2017, Integra LifeSciences Holdings Corporation (“Integra”) and certain of its subsidiaries entered into an asset purchase agreement (the “Divestiture Agreement”) with Natus Medical Incorporated (“Natus”) to which Integra has agreed to divest (the “Divestiture”), subject to the terms and conditions of the Divestiture Agreement, certain assets related to Integra’s intercranial pressure monitoring and U.S. fixed pressure valve shunt systems businesses along with certain assets related to Johnson& Johnson’s Codman U.S. dural graft implant, external ventricular drainage catheter and cerebrospinal fluid collection systems businesses that Integra has agreed to purchase from DePuy Synthes, Inc., a wholly-owned subsidiary of Johnson& Johnson, for a purchase price of approximately $47.5million in cash, subject to certain adjustments.

The Divestiture Agreement contains customary representations and warranties of each of the parties. The Divestiture Agreement also contains customary covenants and agreements, including with respect to the operation of the business of the divested products between signing and closing and the use of efforts to consummate the transaction. The Divestiture Agreement also contains indemnification rights of each party with respect to breaches of or inaccuracies in counterparty representations, warranties and covenants (subject to certain limitations).

The Divestiture Agreement is being entered into in connection with the review by the Federal Trade Commission and the antitrust authority of Spain of Integra’s previously announced proposed acquisition of certain assets, and assumption of certain liabilities, of Johnson& Johnson’s Codman neurosurgery business (the “Codman Acquisition”). The Divestiture is conditioned upon completion of the Codman Acquisition and is expected to close promptly following completion of the Codman Acquisition.

The foregoing description of the Divestiture Agreement contained in Item 1.01 of this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the full text of the Divestiture Agreement, which will be an exhibit to Integra’s Quarterly Report on Form 10-Q for the quarter ended September30, 2017. All summaries and descriptions of the Divestiture Agreement set forth above are qualified in their entirety by the actual documents.

On September11, 2017, Integra issued a press release announcing entry into the Divestiture Agreement, which is attached hereto as Exhibit 99.1.

(d) Exhibits

INTEGRA LIFESCIENCES HOLDINGS CORP Exhibit
EX-99.1 2 d448259dex991.htm EX-99.1 EX-99.1 Exhibit 99.1   Integra LifeSciences Announces Definitive Agreement to Sell Certain Neurosurgery Assets to Natus Medical Incorporated Natus Medical to acquire global Camino® ICP monitoring product line,…
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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.