MYRIAD GENETICS, INC. (MYGN) Files An 8-K Completion of Acquisition or Disposition of Assets
ITEM2.01 Completion of Acquisition or Disposition of Assets.
On August31, 2016, Myriad Genetics, Inc. (Myriad) completed its
acquisition of Assurex Health, Inc. (Assurex), in accordance with
the terms of the previously announced Agreement and Plan of
Merger (as amended, the Merger Agreement), dated August3, 2016,
by and among Myriad, Myriad Merger Sub, Inc., a wholly owned
subsidiary of the Company (Merger Subsidiary), Assurex, and
Fortis Advisors LLC, as the representative of the securityholders
of Assurex. to the terms of the Merger Agreement, Merger
Subsidiary was merged with and into Assurex, with Assurex
continuing as the surviving corporation and wholly owned
subsidiary of Myriad (the Merger).
On September1, 2016, Myriad filed a Current Report on Form 8-K
(the Initial Form 8-K) reporting its completion of the
acquisition. Item9.01(a) and (b)of the Initial Form 8-K did not
include the historical financial statements of Assurex or the
unaudited pro forma combined financial information of Myriad
(collectively, the Financial Information), and instead contained
an undertaking subsequently to file the Financial Information, as
permitted by Sections 9.01(a)(4) and 9.01(b)(2) of Form 8-K. This
amendment to the Initial Form 8-K is being filed for the purpose
of satisfying Myriads undertaking to file the Financial
Information required by Item9.01(a) and (b)of Form 8-K, and this
amendment should be read in conjunction with Initial Form 8-K.
ITEM 9.01 Financial Statements and Exhibits.
(a) |
Financial Statements of Business Acquired |
The audited financial statements of Assurex, as required by
Item9.01(a) of Form 8-K, are filed as Exhibit 99.1 to this
Current Report on Form 8-K/A and are incorporated by reference
herein.
(b) |
Pro Forma Financial Information |
The following unaudited pro forma condensed combined financial
statements, together with related explanatory notes, showing the
pro forma effect on Myriads financial statements, after giving
effect to Myriads acquisition of Assurex and other related pro
forma events, are filed as Exhibit 99.2 to this Current Report on
Form 8-K/A and are incorporated by reference herein: (i)balance
sheet as of June30, 2016, and (ii)statement of income for the
fiscal year ended June30, 2016.
(d) |
Exhibits |
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| 2.1 |
Agreement and Plan of Merger, dated August3, 2016, by and among the Registrant, Myriad Merger Sub, Inc., a wholly owned subsidiary of the Registrant, Assurex Health Inc., and Fortis Advisors LLC. (previously filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on November 2, 2016 (File No. 000-26642) and incorporated herein by reference). |
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| 23.1 |
Consent of Independent Registered Public Accounting Firm for Assurex Health, Inc. and Subsidiary (Ernst Young LLP). |
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| 99.1 |
Audited Financial Statements of Assurex Health, Inc. and Subsidiary as of and for the years ended December 31, 2014 and 2015 and unaudited consolidated financial statements of Assurex Health, Inc. and subsidiary as of June 30, 2016 and for the six-month periods ended June 30, 2016 and 2015. |
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| 99.2 |
Unaudited Pro Forma Condensed Combined Financial Statements of Myriad Genetics, Inc. and Subsidiaries. |
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About MYRIAD GENETICS, INC. (MYGN)