REPLIGEN CORPORATION (NASDAQ:RGEN) Files An 8-K Other Events
Item8.01 Other Events.
The Company is filing this Amendment to the Original 8-K to
disclose (i)(A) the audited combined financial statements of
Spectrum and subsidiaries and combined entities, which comprise
the combined balance sheets as of December31, 2016 and January2,
2016, and the related combined statements of comprehensive
income, stockholders equity, and cash flows for the years then
ended, (B)the unaudited combined financial statements of Spectrum
and subsidiaries and combined entities, which comprise the
combined balance sheets for the thirteen weeks ended April1, 2017
and April2, 2016 and the related combined statements of
comprehensive income, stockholders equity, and cash flows for the
periods then ended and (C)the related notes to the combined
financial statements, and (ii)(A) the unaudited pro forma
condensed combined statement of operations of Repligen for the
year ended December 31, 2016 and for the three months ended March
31, 2017, (B) the unaudited pro forma condensed combined balance
sheet of Repligen as of March 31, 2017 and (C) the related notes
to unaudited pro forma condensed combined financial statements,
and (iii)the Management Discussion and Analysis of Financial
Conditions and Results of Operations of Spectrum for the years
ended December31, 2016 and January2, 2016 and for the thirteen
weeks ended April1, 2017 and April2,2016.
This Amendment to the Original 8-K amends the Original 8-K to
provide the historical financial statements of Spectrum under
Item9.01(a) and the pro forma financial information required
under Item9.01(b).
Forward-Looking Statements
This Current Report on Form 8-K, as amended, contains
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 (incorporated herein by reference to Exhibit 2.1 to Repligen Corporations Form 8-K filed on June23, 2017). |
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| 10.1 |
Stockholder Agreement, dated June22, 2017, by and between Repligen Corporation and Roy T. Eddleman (incorporated herein by reference to Exhibit 10.1 to Repligen Corporations Form 8-K filed on June23, 2017). |
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| 23.1 | Consent of Independent Accountants (Wright Ford Young Co.). | |
| 99.1 |
Press Release by Repligen Corporation, dated June23, 2017 (incorporated herein by reference to Exhibit 99.1 to Repligen Corporations Form 8-K filed on June23, 2017). |
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| 99.2 |
Audited combined financial statements of Spectrum and subsidiaries and combined entities, which comprise the combined balance sheets as of December31, 2016 and January2, 2016, and the related combined statements of comprehensive income, stockholders equity, and cash flows for the years then ended, the unaudited combined financial statements of Spectrum and subsidiaries and combined entities, which comprise the combined balance sheets for the quarter ended April1, 2017 and April2, 2016 and the related combined statements of comprehensive income, stockholders equity, and cash flows for the quarters then ended, and the related notes to the combined financial statements. |
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| 99.3 |
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| 99.4 |
Spectrums Management Discussion and Analysis of Financial Conditions and Results of Operations for the years ended December31, 2016 and January2, 2016 and for the thirteen weeks ended April1, 2017 and April2, 2016. |
REPLIGEN CORP ExhibitEX-23.1 2 d385812dex231.htm EX-23.1 EX-23.1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement of Repligen Corporation on Forms S-3 (File Nos. 333-211436,…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. REPLIGEN CORPORATION (NASDAQ:RGEN) Recent Trading Information
REPLIGEN CORPORATION (NASDAQ:RGEN) closed its last trading session up +1.14 at 45.34 with 725,098 shares trading hands.
