Novanta Inc. (NASDAQ:NOVT) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01 Completion of Acquisition or Disposition of Assets
As previously disclosed, on June 6, 2017, Novanta Europe GmbH (the “Buyer”), a wholly-owned subsidiary of Novanta Inc. (“Novanta”), entered into an Agreement on the Sale and Transfer of All Shares in W.O.M. World of Medicine GmbH (the “Purchase Agreement”) with Aton GmbH (the “Seller”) for the purchase of 50% of the outstanding shares of W.O.M. World of Medicine GmbH (the “Acquired Company”), a division of the Seller (the “Acquisition”). On July 3, 2017, the Acquisition closed, to the terms of the Purchase Agreement. The aggregate purchase price of the Acquisition was approximately €117.3 million in cash, including estimated working capital adjustments.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full agreement, which was filed as Exhibit 2.1 to Novanta’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 6, 2017, and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On July 3, 2017, Novanta drew down €118 million on its revolving credit facility under its second amended and restated credit agreement (the “Second Amended and Restated Credit Agreement”) to fund the Acquisition. Borrowings under the revolving credit facility are due upon maturity of the Second Amended and Restated Credit Agreement in May 2021 and may be repaid at any time before the maturity date without prepayment penalties.
Item 9.01 Financial Statements and Exhibits
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(a) |
Financial Statements of Businesses Acquired |
The financial statements required to be filed by Item 9.01(a) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date that this Current Report on Form 8-K must be filed.
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(b) |
Pro Forma Financial Information |
The pro forma financial information required to be filed by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date that this Current Report on Form 8-K must be filed.
About Novanta Inc. (NASDAQ:NOVT)
Novanta Inc., formerly GSI Group Inc., designs, develops, manufactures and sells photonic and motion control components and subsystems. The Company offers its products to original equipment manufacturers in the medical equipment and industrial technology markets. Its segments include Laser Products, Vision Technologies and Precision Motion. The Laser Products segment designs, manufactures and markets photonics-based solutions, including carbon dioxide laser sources, laser scanning and laser beam delivery products. The Vision Technologies segment designs, manufactures and markets a range of medical grade technologies, including visualization solutions, imaging informatics products, radio frequency identification technologies, thermal printers, and light and color measurement instrumentation. The Precision Motion segment designs, manufactures and markets optical encoders, precision motors and other motion control technology, air bearing spindles and precision machined components.