MESA LABORATORIES, INC. (NASDAQ:MLAB) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. The above description is qualified in its entirety by reference to such exhibit.
A copy of the Purchase Agreement has been included to provide security holders with information regarding its terms. It is not intended to provide any other factual information about Mesa Labs or Gyros. The representations, warranties and covenants contained in the Purchase Agreement were made solely for purposes of the Purchase Agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security holders. Security holders are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Mesa Labs or Gyros. 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 Mesa Labs’ public disclosures.
ITEM 1.02 Termination of a Material Definitive Agreement.
Prior to the closing of the Purchase Agreement, the Company, on October 30, 2019, repaid $15,111.53, representing all obligations and liabilities owing under, and terminated the Credit Agreement dated March 1, 2017, between the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders referred to therein (the “Credit Facility”). The Credit Facility provided the Company with a revolving line of credit of up to a maximum of $80 million (the “Line of Credit”), a $20 million term loan (the “Term Loan”), and up to $2.5 million of letters of credit. The Credit Facility provided a post-closing accordion feature that allowed for the Company to request to increase the Line of Credit or Term Loan up to an additional $100 million. No penalties were paid in connection with the termination of the Credit Facility.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
The information set forth in Item 1.01 is incorporated herein by reference. The financial information required by Item 9.01 of Form 8-K will be included in an amendment to this report to be filed within 71 days of the date hereof.
ITEM 7.01 Regulation FD Disclosure.
On October 31, 2019, Mesa Labs issued a press release announcing the acquisition of Gyros. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
On October 31, Mesa Labs posted an investor presentation relating to the acquisition of Gyros to the investor relations section of its website. A copy of the investor presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The information under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is being furnished under Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability of that section nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Forward Looking Statements
This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Generally, the words “believe,” “estimate,” “intend,” “expect,” “project,” “anticipate,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to revenues growth and statements expressing general views about future operating results — are forward-looking statements. In addition, forward-looking statements include statements in connection with the ability to successfully integrate the businesses, risks related to disruption of management time from ongoing business operations due to the acquisition of Gyros, the risk that any announcements relating to the transaction could have adverse effects on the market price of Mesa Labs’ securities, the risk of any unexpected costs or expenses resulting from the transaction, the risk of any litigation relating to the transaction, the risk that the transaction and its announcement could have an adverse effect on the ability of Mesa Labs and Gyros to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally, the risk that the combined company may not operate as effectively and efficiently as expected, the risk that the combined company may be unable to achieve synergies or other anticipated benefits of the transaction or that it may take longer than expected to achieve those synergies or benefits and other important factors that could cause actual results to differ materially from those projected. Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. These forward-looking statements are as of the date hereof and should not be relied upon as representing our views as of any subsequent date, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and present expectations or projections. These risks and uncertainties include, but are not limited to, those described in our Annual Report on Form 10-K for the year ended March 31, 2019, and those described from time to time in our subsequent reports filed with the Securities and Exchange Commission.
MESA LABORATORIES INC /CO Exhibit
EX-10.1 2 ex_162559.htm EXHIBIT 10.1 ex_162559.htm Exhibit 10.1 Table of Contents EXECUTION VERSION CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. OMISSIONS ARE DESIGNATED [***]. SALE AND PURCHASE AGREEMENT THE SELLERS and THE BUYER regarding the shares in GYROS PROTEIN TECHNOLOGIES HOLDING AB 31 October 2019 1 Table of Contents TABLE OF CONTENTS 1 Background 3 2 Definitions and interpretation 3 3 SALE AND PURCHASE 10 4 PURCHASE PRICE 10 5 CLOSING 14 6 WARRANTIES OF THE SELLERS 16 7 WARRANTIES OF THE BUYER 23 8 COVENANTS 24 9 REMEDIES AND LIMITATIONS 27 10 MISCELLANEOUS 31 TABLE OF SCHEDULES Schedule 1 Sellers and Buyer Details,…
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About MESA LABORATORIES, INC. (NASDAQ:MLAB)
Mesa Laboratories, Inc. is focused primarily on quality control products and services. The Company operates through four segments: Instruments, Continuous Monitoring, Biological Indicators and Cold Chain. The Instruments Division designs, manufactures and markets quality control instruments and disposable products. Its Biological Indicators Division provides testing services, along with the manufacturing and marketing of biological indicators and distribution of chemical indicators used to assess the effectiveness of sterilization processes. Its Continuous Monitoring Division designs, develops and markets systems, which are used to monitor various environmental parameters. Its Cold Chain Division provides parameter (primarily temperature) monitoring of products in a cold chain. The Company’s brands include DataTrace, DialyGuard, DryCal, Torqo, SureTorque, BGI, Mesa, PCD, Apex, CheckPoint, Mesa and TempTrust.