OMNICELL,INC. (NASDAQ:OMCL) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of
Assets.
On December8, 2016, Omnicell,Inc. (Omnicell) completed its
acquisition (the Closing) of all of the outstanding interests of
Ateb,Inc., a North Carolina corporation (Ateb US), and Ateb
Canada Ltd., an Ontario corporation (together with Ateb US, the
Acquired Companies) to the Stock Purchase Agreement, dated as of
November28, 2016, by and among Omnicell, the Acquired Companies,
each of the stockholders of the Acquired Companies, the
optionholders of Ateb US and Kilpatrick Law Group, PLLC, as the
Stockholders Agent (the Purchase Agreement).
The purchase price paid by Omnicell was approximately $41
million, which included the cash-on-hand of the Acquired
Companies at the Closing. A portion of the purchase price was
paid in satisfaction of certain transaction expenses and the
indebtedness of the Acquired Companies outstanding as of the
Closing. The acquisition was funded with cash-on-hand and
revolving loans under its existing senior secured credit
facility.
References to the terms of the Purchase Agreement are qualified
in their entirety by reference to the full text of the Purchase
Agreement, which is incorporated herein by reference to
Exhibit2.1.
Item 2.03 Creation of a Direct Financial
Obligation or an Off-Balance Sheet Arrangement of a
Registrant.
As previously disclosed in the Current Report on Form8-K filed by
Omnicell with the Securities and Exchange Commission on January6,
2016, Omnicell, as borrower, entered into a credit agreement (the
Credit Agreement) with Wells Fargo Bank, National Association, as
administrative agent, and the lenders from time to time party
thereto, providing for (i)a five-year $200 million revolving
credit facility (the Revolving Credit Facility); and (ii)a
five-year $200 million term loan facility. On December2, 2016,
the Company borrowed $40 million under the Revolving Credit
Facility.
The description of the Credit Agreement contained in this
Item2.03 does not purport to be complete and is subject to and
qualified in its entirety by reference to the Credit Agreement,
which was filed as Exhibit10.1 to the Current Report on Form8-K
filed by the Company with the Securities and Exchange Commission
on January6, 2016, and is incorporated herein by reference.
Item9.01 Financial Statements and
Exhibits.
(d)Exhibits.
|
2.1 |
Stock Purchase Agreement, dated November28, 2016, among |
About OMNICELL, INC. (NASDAQ:OMCL)
Omnicell, Inc. (Omnicell) is a provider of automation and business information solutions designed to enable healthcare systems to streamline the medication administration process and manage medical supplies for increased operational efficiency and enhanced patient safety. The Company operates through two operating segments: Automation and Analytics, and Medication Adherence. The Automation and Analytics segment organizes the design, manufacturing, selling and servicing of medication and supply dispensing systems, pharmacy inventory management systems, and related software. The Medication Adherence segment primarily includes the manufacturing and selling of consumable medication blister cards, packaging equipment and ancillary products and services. Its product line includes OmniRx, SinglePointe, AnywhereRN, Omnicell and Pandora Data Analytics, Savvy Mobile Medication System, Central Pharmacy and Satellite Pharmacy Manager, Anesthesia Workstation and Advanced Interoperability products. OMNICELL, INC. (NASDAQ:OMCL) Recent Trading Information
OMNICELL, INC. (NASDAQ:OMCL) closed its last trading session up +0.95 at 34.40 with 327,671 shares trading hands.