Transcat, Inc (NASDAQ:TRNS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On February 21, 2020, Transcat, Inc. (“Transcat”) entered into an Asset Purchase Agreement (the “Agreement”), by and among Transcat, TTE Laboratories, Inc. (“TTE”), Benjamin Leverone (“Leverone”), and Michael Anema (“Anema”), to which Transcat acquired substantially all of the assets of TTE. TTE, a Massachusetts corporation, provides a broad range of pipette services, including calibration, repair, refurbishment or replacement, calibration management and user training, and sales of pipette equipment and supplies. There were no material relationships between TTE, Leverone or Anema and Transcat or its affiliates, or any director or officer of Transcat, or any associate of any such director or officer, other than in respect of the transaction.
to the Agreement, Transcat purchased substantially all of the assets of TTE for a cash purchase price of $12.3 million, subject to adjustment based on the final calculation of TTE’s working capital. A portion of the purchase price was placed in escrow to secure TTE’s obligations, if any, for working capital adjustments, reimbursement for uncollected accounts receivable and the indemnification obligations of TTE, Leverone and Anema under the terms of the Agreement. The Agreement contains various representations, warranties and covenants of the parties that are customary for a transaction of this nature.
In addition, Transcat, TTE, Leverone and Anema entered into a five-year Non-Disclosure, Non-Solicitation and Non-Competition Agreement as of February 21, 2020.
The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement that will be filed as an exhibit to Transcat’s Annual Report on Form 10-K for the fiscal year ending March 28, 2020.
Item 7.01 Regulation FD Disclosure.
On February 24, 2020, Transcat issued a press release announcing the signing of the Agreement and the acquisition. A copy of this press release is furnished herewith as Exhibit 99.1.
The information furnished to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under such section and shall not be deemed to be incorporated by reference into any filing of Transcat under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | ||
| 99.1 | Transcat, Inc. Press Release dated February 24, 2020 |
TRANSCAT INC Exhibit
EX-99.1 2 transcat3726251-ex991.htm TRANSCAT,…
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About Transcat, Inc (NASDAQ:TRNS)
Transcat, Inc. is a provider of calibration and laboratory instrument services and a distributor of professional grade test, measurement and control instrumentation. The Company conducts its business through two segments: service (Service) and distribution (Distribution). Through the Service segment, the Company offers calibration, repair, inspection, analytical qualifications, preventative maintenance and other related services, a majority of which are processed through its asset management system, CalTrak (CalTrak). Through its Distribution segment, the Company markets, sells and rents national brand instruments to customers around the globe. The Company is focused on providing its services and products to the life science industries, which include pharmaceutical, biotechnology, medical device manufacturing and other Food and Drug Administration (FDA)-regulated businesses.
