NantHealth, Inc. (NASDAQ:NH) Files An 8-K Entry into a Material Definitive Agreement
Asset Purchase Agreement
On January 13, 2020, NantHealth, Inc., a Delaware corporation (the “Company”), entered into an asset purchase agreement (the “Purchase Agreement”) with Masimo Corporation (“Masimo”), VCCB Holdings, Inc., a wholly owned subsidiary of Masimo (collectively with Masimo, the “Purchaser”), and, solely with respect to certain provisions of the Purchase Agreement, NantWorks, LLC (“NantWorks”), an affiliate of the Company. to the Purchase Agreement, the Company has agreed to sell to the Purchaser certain of its assets related to its “Connected Care” business, including the products known as DeviceConX, VitalsConX, HBox and Shuttle Cable (collectively, the “Connected Care Business”).
Under the terms of the Purchase Agreement, in exchange for assets primarily related to the Connected Care Business, at the Closing (as defined in the Purchase Agreement), the Purchaser will pay a total of $47.25 million in cash, subject to certain purchase price adjustments, and assume certain liabilities of the Connected Care Business.
Of the cash consideration paid at the Closing, $237,500 will be held in escrow as partial security for the Company’s indemnification obligations. The funds in escrow will be released, if not used to satisfy indemnification obligations, thirteen months after the date of the Closing (the “Closing Date”).
The Purchase Agreement includes customary representations, warranties and covenants of each of the Company, NantWorks and the Purchaser, and customary closing conditions.
Between the date of the Purchase Agreement and the Closing, the Company will conduct the Connected Care Business in the ordinary course of business and consistent with past practice, and the Purchaser’s approval will be required to undertake certain actions.
The Company and NantWorks have agreed that none of the Company, its subsidiaries, Patrick Soon-Shiong, the Company’s chairman and chief executive officer, or persons and entities controlled by Patrick Soon-Shiong will, for a period beginning on the Closing Date and ending on the four-year anniversary of the Closing Date, market, offer to sell, or sell any medical device data system that is competitive with the products of the Connected Care Business being sold to the Purchaser, or solicit or induce any individual employed by the Purchaser who was an employee of the Company or any of its subsidiaries immediately prior to the Closing to leave such employment.
Under the terms of the Purchase Agreement, the Company has agreed to indemnify the Purchaser and its affiliates against certain liabilities and the Purchaser has agreed to indemnify the Company and its affiliates against certain liabilities, in each case subject to certain customary limitations.
The foregoing description of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety, by the full text of the Purchase Agreement, a copy of which the Company intends to file as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (the “Form 10-K”) and the terms of which are incorporated herein by reference. Certain terms of the Purchase Agreement will be redacted for confidentiality reasons. The Purchase Agreement is not intended to provide any other factual information about the Company, NantWorks or the Purchaser. In particular, the representations and warranties contained in the Purchase Agreement were made only for the purposes of the Purchase Agreement as of specific dates and were qualified by disclosures between the parties and a contractual standard of materiality that is different from those generally applicable to stockholders, among other limitations. The representations and warranties were made for the purposes of allocating contractual risk between the parties to the Purchase Agreement and should not be relied upon as a disclosure of factual information relating to the Company, NantWorks or the Purchaser.
On January 14, 2020, the Company and Masimo issued a joint press release announcing the signing of the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The press release should be read in conjunction with the note regarding forward-looking statements, which is included in the text of the press release.
NantHealth, Inc. Exhibit
EX-99.1 2 exhibit99101142020-announc.htm EXHIBIT 99.1 Exhibit Exhibit 99.1 Masimo to Acquire Connected Care Business from NantHealthIrvine and Culver City,…
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About NantHealth, Inc. (NASDAQ:NH)
NantHealth, Inc. is a healthcare cloud-based information technology (IT) company. The Company is engaged in converging science and technology through a single integrated clinical platform, to provide actionable health information at the point of care. The Company offers the Genomic Proteomic Spectrometry (GPS) Cancer test, a molecular test and decision support solution that measures the proteins present in the patient’s tumor tissue, combined with whole genomic and transcriptomic sequencing of tumor and normal samples. The Company also offers Nant Operating System (NantOS) and NantOS applications to healthcare providers and payors, self-insured employers and biopharmaceutical companies. It offers CLINICS, an integrated solution that includes GPS Cancer, NantOS and the NantOS applications. The CLINICS solution includes System Infrastructure, Knowledge Platform, Provider Platform and Payor Platform.
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