OMNICELL,INC. (NASDAQ:OMCL) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive
Agreement.

On November28, 2016, Omnicell,Inc. (Omnicell) entered into a
Stock Purchase Agreement (the Stock Purchase Agreement) with
Ateb,Inc., a North Carolina corporation (Ateb US), Ateb Canada
Ltd., an Ontario corporation (Ateb Canada, and, together with
Ateb US, the Ateb Entities), the stockholders of the Ateb
Entities, the optionholders of Ateb US (the stockholders of the
Ateb Entities and the optionholders of Ateb US together, the
Selling Parties) and Kilpatrick Law Group, PLLC as the
Stockholders Agent. to the terms and conditions of the Stock
Purchase Agreement, Omnicell will acquire from the Selling
Parties, and the Selling Parties will sell to Omnicell, all of
the outstanding interests of the Ateb Entities on the closing
date (the Closing). The Ateb Entities are providers of
pharmacy-based patient care solutions and medication
synchronization solutions to independent and chain pharmacies.
The contemplated total aggregate consideration is $40,700,000, in
cash, plus the cash on hand of the Ateb Entities at the Closing,
subject to certain adjustments at the Closing as provided for in
the Stock Purchase Agreement (the Purchase Price).A portion of
the Purchase Price will be paid by Omnicell at the Closing in
satisfaction of certain transaction expenses and the indebtedness
of the Ateb Entities outstanding as of the Closing. The Closing
is subject to certain closing conditions as set forth in the
Stock Purchase Agreement.

The foregoing description of the Stock Purchase Agreement in this
Current Report on Form8-K is qualified in its entirety by
reference to the full text of such agreement referenced as
Exhibit2.1, which is incorporated by reference herein.The Stock
Purchase Agreement contains representations and warranties that
the parties to the Stock Purchase Agreement made to and solely
for the benefit of the other parties as of specific dates. Those
representations and warranties were made solely for purposes of
the Stock Purchase Agreement and may be subject to important
qualifications and limitations agreed to by Omnicell, the Selling
Parties and the Ateb Entities.Moreover, some of those
representations and warranties may not be accurate or complete as
of any specified date, may be subject to a standard of
materiality provided for in the Stock Purchase Agreement and have
been used for the purpose of allocating risk among the parties
thereto rather than establishing matters as facts.

The proposed acquisition of the Ateb Entities to the Stock
Purchase Agreement was reviewed and approved by Omnicells Board
of Directors.

Item7.01 Regulation FD
Disclosure.

On November29, 2016, Omnicell issued a press release announcing
the execution of the Stock Purchase Agreement. A copy of the
press release is attached as Exhibit99.1 to this Current Report
on Form8-K. The information contained in Exhibit99.1 attached
hereto is being furnished and shall not be deemed to be filed for
the purposes of Section18 of the Securities Exchange Act of 1934,
as amended (the Exchange Act), or otherwise subject to the
liabilities of that section and shall not be incorporated by
reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such filing.

Item9.01 Financial Statements and
Exhibits.

(d)Exhibits.

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 00.00 at 34.95 with 332,333 shares trading hands.