REPLIGEN CORPORATION (NASDAQ:RGEN) Files An 8-K Entry into a Material Definitive Agreement
Item1.01. Entry into a Material Definitive Agreement.
Merger Agreement
On June22, 2017, Repligen Corporation (the Company)
entered into an Agreement and Plan of Merger and Reorganization
(the Merger Agreement) with Top Hat, Inc., a California
corporation and a wholly owned subsidiary of the Company
(First Merger Sub), Swing Time, LLC, a Delaware limited
liability company and a wholly owned subsidiary of the Company
(Second Merger Sub), Spectrum, Inc., a California
corporation (Spectrum), and RoyT. Eddleman as
representative of Spectrums securityholders. to the Merger
Agreement, (i)First Merger Sub will merge with and into Spectrum,
with Spectrum as the surviving entity and a direct subsidiary of
the Company, and (ii)thereafter as part of the same overall
transaction, Spectrum will merge with and into Second Merger Sub,
with Second Merger Sub as the surviving entity and a direct
subsidiary of the Company (together, the Merger). Spectrum
is currently a supplier of hollow fiber filters to the Company
for use in its XCell ATF systems.
The aggregate consideration payable in exchange for all of the
outstanding equity securities of Spectrum consists of
approximately $120million in cash and 6,154,000 shares of the
Companys common stock (together, the Merger
Consideration). The Merger Consideration is subject to
adjustment based on (i)cash and working capital adjustment
provisions, (ii)the amount of Spectrums transaction expenses and
indebtedness that remain unpaid as of the closing of the Merger
(the Closing) and (iii)indemnification obligations of
holders of equity securities of Spectrum receiving Merger
Consideration. Approximately $27million of the Merger
Consideration was placed into a third party escrow account
against which the Company may make claims for indemnification and
purchase price adjustments until the fifteen month anniversary of
the Closing.
The Merger Agreement contains customary representations,
warranties and covenants of the Company, on one hand, and
Spectrum, on the other hand, including, among others, covenants
by a party with respect to the operations of the businesses of
such party and its subsidiaries during the period between
execution of the Merger Agreement and the Closing, and
prohibiting each party from engaging in certain kinds of
activities during such period without the consent of the other
party.The Merger Agreement also provides that Spectrums
securityholders will indemnify the Company following the Closing
for breaches of the warranties and covenants of Spectrum, as well
as certain other matters, subject to certain specified
limitations, including, among other things, limitations on the
period during which the Company may make certain claims for
indemnification and limitations on the amounts for which
Spectrums securityholders may be liable.
The Merger is conditioned upon, among other things, the
expiration of the applicable waiting period (and any extension
thereof) under the Hart-Scott-Rodino Antitrust Improvements Act
of
1976 laws and other customary closing conditions.The Merger
Agreement provides for limited termination rights, including,
among others, by the mutual consent of the Company and Spectrum,
upon certain breaches of representations, warranties, covenants
or agreements, and in the event the Merger has not been
consummated before September20, 2017, subject to the ability to
extend under certain circumstances.
The assertions embodied in the representation, warranties and
covenants set forth in the Merger Agreement were made solely for
purposes of the Merger Agreement between the parties and may be
subject to important qualifications and limitations agreed to by
the parties in connection with negotiating its terms, including
being qualified by confidential disclosures exchanged between the
parties in connection with the execution of the Merger Agreement.
Moreover, the representations and warranties may be subject to a
contractual standard of materiality that may be different from
what may be viewed as material to investors or securityholders,
or may have been used for the purpose of allocating risk between
the parties to the Merger Agreement rather than establishing
matters as facts. Information concerning the subject matter of
the representations and warranties may change after the date of
the Merger Agreement, which subsequent information may or may not
be fully reflected in the Companys public disclosures. For the
foregoing reasons, no person should rely on the warranties as
statements of factual information at the time they were made or
otherwise.
Stockholder Agreement
Concurrently with the execution of the Merger Agreement, the
Company entered into a Stockholder Agreement (the Stockholder
Agreement) with Roy T. Eddleman, the Chief Executive Officer
and Chairman of the board of directors of Spectrum. to the
Stockholder Agreement, following the fifteen month anniversary of
the Closing (the Notice Date), subject to the absence of
certain disqualifying events, Mr.Eddleman will have the right to
elect to join the Companys Board of Directors (the Board)
and will be nominated by the Board for election by the Companys
stockholders at the following annual or special stockholders
meeting. In addition, under the Stockholder Agreement,
Mr.Eddleman is subject to certain standstill restrictions, which
prohibit Mr.Eddleman from, among other things: (i)engaging in any
solicitation of proxies or consents with respect to securities of
the Company; (ii)forming or joining a group (within the meaning
of Section13(d) of the Securities Exchange Act of 1934, as
amended) with respect to the common stock of the Company;
(iii)acquiring voting securities of the Company resulting in
Mr.Eddleman having beneficial ownership of more than 19.9% of the
Companys outstanding common stock; (iv)seeking, or encouraging
any person, to submit nominations in furtherance of a contested
solicitation for the election or removal of directors; (v)making,
encouraging or supporting any offer or proposal with respect to
any merger, acquisition, recapitalization, disposition or other
business combination involving the Company; and (vi)making any
stockholder proposal, in each case, subject to certain limited
exceptions. These standstill restrictions terminate upon the
later of (i)the Notice Date or (ii)Mr.Eddlemans removal or
resignation from, or refusal to stand for re-election to, the
Board.
In addition, to the Stockholder Agreement and subject to certain
customary exclusions, Mr.Eddleman has agreed to a two-year lock-up of his shares
of Company common stock, such that no more than 50% of such
shares may be transferred or sold in each of the first and second
consecutive twelve month periods following the Closing. to the
Stockholder Agreement, Mr.Eddleman may also exercise demand
registration rights, subject to certain limitations, with respect
to his shares of Company common stock.
Financing
Commitment Letter
Concurrently with
the execution of the Merger Agreement, the Company entered into a
Commitment Letter (the Commitment Letter) with JPMorgan
Chase Bank, N.A. (JPM), to which, among other things, JPM,
subject to customary conditions, committed to provide, directly
or through its affiliates or assignees, to the Company a senior
secured 364-day
term loan facility of $30million (the Bridge Facility),
the proceeds of which may be used for the payment of the Merger
Consideration, for which JPM will act the sole administrative
agent, sole lead arranger and sole bookrunner. The definitive
agreement for the Bridge Facility will contain, among other
terms, affirmative covenants, negative covenants, financial
covenants and events of default, in each case to be negotiated by
the parties consistent with the Commitment Letter.
From time to time, JPM or its
affiliates have performed, and may in the future perform, various
commercial banking, investment banking and other financial
advisory services for the Company, for which the Company pays
customary fees and expenses.
Item7.01 Regulation FD
Disclosure.
On June23, 2017, the Company
issued a press release announcing the entry into the Merger
Agreement. This press release is attached to this Current Report
on Form 8-K and furnished as Exhibit 99.1.
The information in this
Item7.01 of this Form 8-K and the Exhibit 99.1 attached hereto
shall not be deemed filed for purposes of Section18 of the
Exchange Act or otherwise subject to the liabilities of that
section, nor shall any of it be deemed incorporated by reference
in any filing under the Securities Act of 1933 or the Exchange
Act, except as expressly set forth by specific reference in such
a filing.
This Current Report on Form
8-K forward-looking statements, which are made to the safe harbor
provisions of Section27A of the Securities Act of 1933, as
amended, and Section21E of the Securities Exchange Act of 1934,
as amended, including statements regarding the timing of the
consummation of the Merger. These statements are neither promises
nor guarantees, and are subject to a variety of risks and
uncertainties, many of which are beyond the control of the
Company, which could cause actual results to differ materially
from those contemplated in these forward-looking statements. In
particular, the risks and uncertainties include, among other
things, the risk that the Merger does not close. For additional
disclosure regarding these and other risks faced by the Company,
see the disclosures contained in the Companys Annual Report on
Form10-Kon file with the Securities and Exchange Commission and
the other reports that the Company periodically files with the
Securities and Exchange Commission. Actual results may differ
materially from those contemplated by these forward-looking
statements. These forward looking statements reflect managements
current views and the Company does not undertake to update any of
these forward-looking statements to reflect a change in its views
or events or circumstances that occur after the date hereof
except as required by law.
Item9.01. Financial
Statements and Exhibits.
(d)
Exhibits.
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| 2.1* |
Agreement and Plan of Merger and Reorganization, dated June22, 2017, by and among Repligen Corporation, Top Hat, Inc., Swing Time, LLC, Spectrum, Inc., and Roy T. Eddleman. |
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| 10.1 |
Stockholder Agreement, dated June22, 2017, by and between Repligen Corporation and Roy T. Eddleman. |
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| 99.1 | Press Release by Repligen Corporation, dated June23, 2017. | |
| * |
Schedules, exhibits, and similar supporting attachments or agreements to the Merger Agreement are omitted to Item 601(b)(2) of Regulation S-K. Repligen Corporation agrees to furnish a supplemental copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request. |
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.
| REPLIGEN CORPORATION | ||||
| Dated: June23, 2017 | By: |
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| Tony J. Hunt | ||||
| President and Chief Executive Officer |
EXHIBIT
INDEX
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| 2.1* |
Agreement and Plan of Merger and Reorganization, dated June22, 2017, by and among Repligen Corporation, Top Hat, Inc., Swing Time, LLC, Spectrum, Inc., and Roy T. Eddleman. |
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| 10.1 |
Stockholder Agreement, dated June22, 2017, by and between Repligen Corporation and Roy T. Eddleman. |
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| 99.1 | Press Release by Repligen Corporation, dated June23, 2017. | |
| * |
Schedules, exhibits, and similar supporting attachments or agreements to the Merger Agreement are omitted |
REPLIGEN CORP ExhibitEX-2.1 2 d418192dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG REPLIGEN CORPORATION,…To view the full exhibit click here About REPLIGEN CORPORATION (NASDAQ:RGEN)
Repligen Corporation is a bioprocessing company. The Company is focused on the development, production and commercialization of products used in the process of manufacturing biologic drugs (bioprocessing). The Company is a manufacturer of both native and recombinant forms of Protein A, critical reagents used in biomanufacturing to separate and purify monoclonal antibodies, a type of biologic drug. The Company also supplies several growth factor products, Alternating Tangential Flow (ATF) System products and cell filtration products used to increase cell culture productivity during the bioproduction process. The Company has developed a series of OPUS chromatography columns for use in clinical-scale manufacturing. The Company manufactures and sells Protein A and growth factors to life sciences companies under long-term supply agreements and sells its chromatography columns, as well as media and quality test kits.