Novanta Inc. (NASDAQ:NOVT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On June 6, 2017, Novanta Europe GmbH (the Buyer), a wholly-owned
subsidiary of Novanta Inc. (Novanta), and Novanta, as guarantor,
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 World of Medicine GmbH (the Acquired Company), a
division of the Seller. The transaction contemplated by the
Purchase Agreement is expected to close in the third quarter of
2017, subject to the completion or waiver of the closing
condition. The closing condition requires the Seller to provide
to the Buyer consolidated financial statements of the Acquired
Company (including, for avoidance of doubt, all of its
subsidiaries) for the fiscal year ended December 31, 2016,
prepared in accordance with International Financial Reporting
Standards (including all necessary footnote disclosures) and
audited by Deloitte GmbH Wirtschaftsprfungsgesellschaft.
to the terms of the Purchase Agreement, the parties have agreed
to an aggregate purchase price of 115.0 million in cash for the
outstanding shares of the Acquired Company, subject to certain
customary working capital and other adjustments. If the Buyer
fails to pay the agreed purchase price within three business days
following the scheduled closing date although it has become due
and payable (including as a result of the closing condition
having been fulfilled or waived), the Buyer is obligated to pay
to the Seller liquidated damages in the amount of 7.5 million in
lieu of specific performance or other legal remedies for failing
to close. The Purchase Agreement provides that, upon receipt of
such payment by the Seller, the Buyer shall have no further
obligations or liabilities under or in connection with the
Purchase Agreement and the Purchase Agreement shall be deemed
terminated by mutual consent.
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 attached as Exhibit 2.1 hereto
and incorporated herein by reference.
Novanta expects to draw down on its $225 million revolving credit
facility in order to fund a portion of the purchase price for the
Acquired Company.
Forward-Looking Statements
Certain statements in this Form 8-K are forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and are based on current
expectations and assumptions that are subject to risks and
uncertainties. All statements contained in this Form 8-K that do
not relate to matters of historical fact should be considered
forward-looking statements, and are generally identified by words
such as expect, intend, anticipate, estimate, believe, future,
could, should, plan, aim, and other similar expressions. These
forward-looking statements include, but are not limited to,
expectations regarding the closing of the acquisition of the
Acquired Company, including whether the acquisition will close in
the time frame expected or at all, and expectations regarding the
plans of Novanta to fund a portion of the purchase price of the
acquisition by drawing down on its revolving credit facility.
These forward-looking statements are neither promises nor
guarantees, but involve risks and uncertainties that may cause
actual results to differ materially from those contained in the
forward-looking statements. Our actual results could differ
materially from those anticipated in these forward-looking
statements for many reasons, including, but not limited to, the
failure to satisfy or waive the closing condition contained in
the Purchase Agreement and the inability to draw down on Novantas
revolving credit agreement. Other important risk factors that
could affect the outcome of the events set forth in these
statements are discussed in Item 1A of Novantas Annual Report on
Form 10-K for the fiscal year ended December 31, 2016, its
subsequent filings with the Securities and Exchange Commission
(SEC), and in its future filings with the SEC. Forward-looking
statements are based on Novantas beliefs and assumptions and on
information currently available to Novanta. Novanta disclaims any
obligation to update any forward-looking statements as a result
of developments occurring after the date of this Form 8-K except
as required by law.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
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2.1* |
Agreement for the Sale and Transfer of all Shares in |
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* |
Confidential treatment has been requested with respect to |
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.
