PerkinElmer, Inc. (NYSE:PKI) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
Master Purchase and Sale Agreement
On December 21, 2016, PerkinElmer, Inc. (the Company) entered
into a Master Purchase and Sale Agreement (the Agreement) with
Varian Medical Systems, Inc. (the Purchaser), under which the
Company agreed to sell to the Purchaser all of the outstanding
equity interests in the Companys wholly owned indirect
subsidiaries PerkinElmer Medical Holdings, Inc. and Dexela
Limited, together with certain assets of the Company and its
direct and indirect subsidiaries relating to the Companys
business of designing, manufacturing and marketing flat panel
x-ray detectors, and related software, accessories and ancillary
products, to x-ray system manufacturers (the Business), for cash
consideration of approximately $276,000,000 and the Purchasers
assumption of specified liabilities relating to the Business
(collectively, the Transaction). The Agreement provides that, for
a period of three years following the closing of the Transaction,
the Company, together with its direct and indirect majority owned
subsidiaries, will not engage in a business that is competitive
with the Business as conducted between January1, 2016 and the
closing.
The Agreement contemplates that the Purchaser will finance the
Transaction through a debt financing and that, except as
determined otherwise by the Purchaser, the closing will occur no
earlier than April 2017. However, the closing of the Transaction
is not conditioned upon the receipt of any such financing. The
Transaction is subject to customary closing conditions, including
the expiration of specified antitrust waiting periods.
The Agreement contains certain termination rights of the Company
and the Purchaser and provides that under specified
circumstances, upon termination of the Agreement, the Purchaser
will be required to pay the Company a termination fee of up to
$22,080,000.
The foregoing description of the Agreement is qualified in its
entirety by reference to the full text of the Agreement, which is
attached as Exhibit 2.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
The Agreement has been attached as an exhibit to provide
investors and security holders with information regarding its
terms. It is not intended to provide any other factual
information about the Company or the Purchaser or any of their
respective subsidiaries or affiliates. The representations,
warranties and covenants contained in the Agreement were made
only for the purposes of such agreement and as of specified
dates, were solely for the benefit of the parties to such
agreement, and may be subject to limitations agreed upon by the
contracting parties. The representations and warranties may have
been made for the purposes of allocating contractual risk between
the parties to the agreement instead of establishing these
matters as facts, and may be subject to standards of materiality
applicable to the contracting parties that differ from those
applicable to investors. Investors are not third-party
beneficiaries under the Agreement and should not rely on the
representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or
condition of the Company or the Purchaser or any of their
respective subsidiaries or affiliates. In addition, the
assertions embodied in the representations and warranties
contained in the Agreement are qualified by information in a
confidential disclosure schedule that the parties have exchanged.
Accordingly, investors should not rely on the representations and
warranties as characterizations of the actual state of facts,
since (i)they were made only as of the date of such agreement or
a prior, specified date, (ii)in some cases they are subject to
qualifications with respect to materiality, knowledge and/or
other matters and (iii)they may be modified in important part by
the underlying disclosure schedule. Moreover, information
concerning the subject matter of the representations and
warranties may change after the date of the Agreement, which
subsequent information may or may not be fully reflected in the
Companys or the Purchasers public disclosures.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits
See Exhibit Index attached hereto.
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.
| PERKINELMER, INC. | ||||||
| Date: December22, 2016 | By: |
/s/ John L. Healy |
||||
|
John L. Healy Vice President and Assistant Secretary |
EXHIBIT INDEX
|
Exhibit No. |
Description |
|
| 2.1* |
Master Purchase and Sale Agreement, dated as of December 21, 2016, by and between PerkinElmer, Inc. and Varian Medical Systems, Inc. |
| * |
The exhibits and schedules to the Agreement have been omitted from this filing |
About PerkinElmer, Inc. (NYSE:PKI)
PerkinElmer, Inc. is a provider of products, services and solutions to the diagnostics, research, environmental and laboratory markets. The Company’s operating segments include Human Health, Environmental Health and Corporate. The Human Health segment concentrates on developing diagnostics, tools and applications to help detect diseases earlier. Within its Human Health segment, the Company serves the diagnostics and research markets. It provides early detection for genetic disorders from pregnancy to early childhood, as well as flat panel X-ray detectors and infectious disease testing for the diagnostics market. The Environmental Health segment provides products, services and solutions to facilitate the creation of safer food and consumer products, secure surroundings and energy resources. The Environmental Health segment serves the environmental, industrial and laboratory services markets. The Company markets its products and services in over 150 countries. PerkinElmer, Inc. (NYSE:PKI) Recent Trading Information
PerkinElmer, Inc. (NYSE:PKI) closed its last trading session up +0.32 at 52.66 with 312,175 shares trading hands.