Penumbra, Inc. (NYSE:PEN) Files An 8-K Completion of Acquisition or Disposition of Assets

On July 3, 2017 (the “Closing Date”), Penumbra, Inc. (the “Company”) acquired all of the outstanding shares of Crossmed S.p.a., a joint stock company organized and existing under the laws of the Republic of Italy (“Crossmed”), from Paola Bergadano and Raffavena S.r.l. in liquidazione, a limited liability company organized and existing under the laws of the Republic of Italy (“Raffavena” and, together with Ms. Bergadano, the “Sellers”), to a Sale and Purchase Agreement dated as of June 30, 2017 (the “Purchase Agreement”) by and among Penumbra, the Sellers, and the sole shareholder of Raffavena.

Crossmed is engaged in the business of distributing medical supplies and equipment in Italy, San Marino, the Vatican, and Switzerland, and is the Company’s exclusive distributor in Italy, San Marino and the Vatican. Crossmed became a wholly-owned subsidiary of the Company as of the Closing Date. There are no material relationships between the Company and any of the Sellers, other than pertaining to this acquisition.

to the terms of the Purchase Agreement, Penumbra paid the Sellers approximately €8.2 million, subject to customary post-closing adjustments for working capital and financial debt. In addition, Penumbra will pay the Sellers additional consideration in the form of milestone payments based on Crossmed’s net revenue, and may pay additional consideration based on incremental net revenue, for each of the fiscal years ended December31, 2017, 2018 and 2019.

The Purchase Agreement contains customary representations, warranties, covenants and indemnities of the parties to the agreement.

(a) Financial Statements of Business Acquired.

As permitted by Item 2.01(a)(4) of Form 8-K, the financial statements required by Item 2.01(a) of Form 8-K will be filed by the Company by an amendment to this Current Report on Form 8-K not later than 71 days after the date upon which this Current Report on Form 8-K must be filed.

(b) Pro Forma Financial Information.

As permitted by Item 2.01(b)(2) of Form 8-K, the pro forma financial information required by Item 2.01(b) of Form 8-K will be filed by the Company by an amendment to this Current Report on Form 8-K not later than 71 days after the date upon which this Current Report on Form 8-K must be filed.

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About Penumbra, Inc. (NYSE:PEN)
Penumbra, Inc. (Penumbra) is an interventional therapies company. The Company designs, develops, manufactures and markets medical devices. The Company has a portfolio of products that addresses medical conditions and significant clinical needs across two markets, neuro and peripheral vascular. The conditions that its products address include ischemic stroke, hemorrhagic stroke and various peripheral vascular conditions that can be treated through thrombectomy and embolization procedures. The Company focuses on developing, manufacturing and marketing products for use by specialist physicians, including interventional neuroradiologists, neurosurgeons, interventional neurologists, interventional radiologists and vascular surgeons. Its neuro products include Neurovascular Access, Ischemic Stroke, Neurovascular Embolization and Neurosurgical Tools. The Company’s peripheral vascular products include Peripheral Embolization and Peripheral Thrombectomy.