OSI SYSTEMS,INC. (NASDAQ:OSIS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On May31, 2017, OSI Systems,Inc. (theCompany) and its subsidiary
OSI (Holdings) Company Limited, a UK limited company
(collectively, the Purchaser), entered into an Equity Purchase
Agreement (thePurchase Agreement), with Smiths Detection, LLC, a
Delaware limited liability company, Smiths Detection United
Kingdom Limited, a UK limited company, and Smiths Detection
(Australia) Pty Ltd, an Australian company (collectively, the
Sellers), and Smiths Detection Group Limited, a UK limited
company, to which Purchaser has agreed to acquire the global
explosive trace detection business that Seller Parent (as defined
in the Purchase Agreement) acquired from Morpho USA,Inc. in
April2017.
The Purchase Agreement provides for the payment of cash
consideration to the Sellers of $75.5 million in cash, subject to
certain adjustments as of the closing date, for 50% of the equity
interests of each of MD US Trace Holding, LLC, a Delaware limited
liability company, MD UK Trace Holding Limited, a UK limited
company, and MD Australia Trace Holding Pty Ltd, an Australian
company (collectively, the Target Companies).
The completion of the transaction is subject to the satisfaction
of customary conditions, including approval by the DOJ, EC and
Portuguese antitrust authority. The Company intends to fund the
transaction with a combination of cash on hand and money borrowed
under the Companys existing revolving credit facility.
The Purchase Agreement contains representations, warranties and
covenants of the Purchaser and the Sellers that are customary for
a transaction of this nature. The Sellers and the Purchaser have
a right to terminate the Purchase Agreement in the event of a
judgment of any governmental authority in the United States or
Portugal or of the European Commission restraining, enjoining,
declining to approve or otherwise prohibiting the transaction.
The foregoing descriptions of the Purchase Agreement and the
transactions contemplated thereby do not purport to be complete
and are qualified in their entirety by reference to the Purchase
Agreement, a copy of which is filed as Exhibit2.1 hereto and is
incorporated herein by reference.
The Purchase Agreement, which has been included to provide
investors with information regarding its terms and is not
intended to provide any other factual information about the
Purchaser, the Sellers, or the Target Companies, contains
representations and warranties of each of the Purchaser and the
Sellers. The assertions embodied in those representations and
warranties were made for purposes of the Purchase Agreement and
are subject to important qualifications and limitations agreed to
by the respective parties in connection with negotiating the
terms of the Purchase Agreement, including information contained
in confidential disclosure schedules that the parties exchanged
in connection with signing the Purchase Agreement. In addition,
certain representations and warranties may be subject to a
contractual standard of materiality different from what might be
viewed as material to stockholders, or which may have been used
for purposes of allocating risk between the respective parties
rather than establishing matters of fact. Moreover, information
concerning the subject matter of such representations and
warranties may change after the date of the Purchase Agreement,
which subsequent information may or may not be fully reflected in
the Companys public disclosures. Investors and security holders
are not third-party beneficiaries under the Purchase Agreement.
Item 7.01 Regulation FD Disclosure
On June1, 2017, the Company issued a press release announcing the
entry into the Purchase Agreement. A copy of that press release
is attached hereto as Exhibit99.1 and is incorporated herein by
reference.
As provided in General Instruction B.2 of Form8-K, the
information in this Item7.01 and Exhibit99.1 incorporated
herein shall not be deemed to be filed for purposes of
Section18 of the Securities Exchange Act of 1934, as amended,
nor shall they be deemed to be incorporated by reference in any
filing under the Securities Act of 1933, as amended, except as
shall be expressly set forth by specific reference in such a
filing.
Forward-Looking Statements
Certain statements made herein are forward-looking statements
intended to qualify for the safe harbor from liability
established by the Private Securities Litigation Reform Act of
1995. All statements other than historical facts included in
this report, including, but not limited to, statements
regarding the timing and the closing of the transaction, the
financing for the transaction, the expected benefits of the
transaction, prospective performance and future business plans,
and any assumptions underlying any of the foregoing, are
forward-looking statements. These statements are based on
current expectations and projections of future events and
reflect beliefs and assumptions that are based on the Companys
perception of historical trends, current conditions and
expected future developments as well as other factors
management believes are appropriate in the circumstances. If
underlying assumptions prove inaccurate or unknown, or unknown
risks or uncertainties materialize, actual results could vary
materially from the partiesexpectations and projections. Risks
and uncertainties include, among other things, uncertainties
regarding the timing of the closing of the transaction; the
possibility that various closing conditions to the transaction
may not be satisfied or waived, including that a governmental
entity may prohibit, delay, or refuse to grant approval for the
consummation of the transaction; that there is a material
adverse change to the ETD business; the failure ofthe Company
to achieve the expected financial and commercial results from
the transaction; other business effects, including effects of
industry, economic or political conditions outside the Companys
control; transaction costs; actual or contingent liabilities;
as well as other cautionary statements contained elsewhere
herein and in the reports filed by the Company with the
Securities and Exchange Commission, including the Companys
annual report for the year ended June30, 2016 and subsequent
quarterly reports. These forward-looking statements reflect the
Companys expectations and projections as of the date of this
report. The Company undertakes no obligation to update the
information provided herein to reflect any change in the
Companys expectations or projections with regard thereto or any
change in events, conditions or circumstances on which any such
information is based.
Item9.01. Financial Statements and Exhibits.
(d)Exhibits
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ExhibitNo. |
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Description |
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2.1 |
Equity Purchase Agreement, dated as of May31, 2017, by |
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99.1 |
Press Release dated June1, 2017 |
*Schedules, annexes and exhibits have been omitted to Item
601(b)(2)of Regulation S-K. A copy of any omitted schedule,
annex or exhibit will be furnished supplementally to the
Securities and Exchange Commission upon request; provided,
however that OSI Systems,Inc. may request confidential
treatment to Rule24b-2 of the Securities Exchange Act of 1934,
as amended, for any schedules, annexes or exhibits so
furnished.
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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OSI SYSTEMS,INC. |
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Date: June1, 2017 |
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By: |
/s/ Alan Edrick |
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Alan Edrick |
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Executive Vice President and Chief Financial Officer |
EXHIBITINDEX
|
Exhibit Number |
|
Description |
|
2.1 |
Equity Purchase Agreement, dated as of May31, 2017, by |
|
|
99.1 |
Press Release dated June1, 2017 |
*Schedules, annexes and exhibits have been omitted to Item
601(b)(2)of Regulation S-K. A copy of any omitted schedule,
annex or exhibit will be furnished supplementally to the
Securities and Exchange Commission upon request; provided,
however that OSI Systems,Inc. may request confidential
treatment
About OSI SYSTEMS, INC. (NASDAQ:OSIS)
OSI Systems, Inc., through its subsidiaries, is a vertically integrated designer and manufacturer of specialized electronic systems and components for critical applications. The Company sells its products and provides related services in diversified markets, including homeland security, healthcare, defense and aerospace. The Company operates in three segments, which include Security, which provides security and inspection systems, turnkey security screening solutions and related services; Healthcare, which provides patient monitoring, diagnostic cardiology, anesthesia delivery and ventilation systems and defibrillators, and Optoelectronics and Manufacturing, which provides electronic components and electronic manufacturing services for the Security and Healthcare divisions, as well as to external original equipment manufacturer (OEM) customers and end users for applications in the defense, aerospace, medical and industrial markets, among others. OSI SYSTEMS, INC. (NASDAQ:OSIS) Recent Trading Information
OSI SYSTEMS, INC. (NASDAQ:OSIS) closed its last trading session up +1.14 at 80.33 with 77,412 shares trading hands.