Current Report Filing (8-k)
September 11 2017 - 8:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 8, 2017
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
(Exact name of Registrant as specified in its charter)
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Delaware
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0-26224
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51-0317849
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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311 Enterprise Drive
Plainsboro, NJ 08536
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (609)
275-0500
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
ITEM 1.01
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Entry into a Material Definitive Agreement
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On September 8, 2017, Integra
LifeSciences Holdings Corporation (
Integra
) and certain of its subsidiaries entered into an asset purchase agreement (the
Divestiture Agreement
) with Natus Medical Incorporated (
Natus
)
pursuant to which Integra has agreed to divest (the
Divestiture
), subject to the terms and conditions of the Divestiture Agreement, certain assets related to Integras intercranial pressure monitoring and U.S. fixed pressure
valve shunt systems businesses along with certain assets related to Johnson & Johnsons Codman U.S. dural graft implant, external ventricular drainage catheter and cerebrospinal fluid collection systems businesses that Integra has
agreed to purchase from DePuy Synthes, Inc., a wholly-owned subsidiary of Johnson & Johnson, for a purchase price of approximately $47.5 million in cash, subject to certain adjustments.
The Divestiture Agreement contains customary representations and warranties of each of the parties. The Divestiture Agreement also contains
customary covenants and agreements, including with respect to the operation of the business of the divested products between signing and closing and the use of efforts to consummate the transaction. The Divestiture Agreement also contains
indemnification rights of each party with respect to breaches of or inaccuracies in counterparty representations, warranties and covenants (subject to certain limitations).
The Divestiture Agreement is being entered into in connection with the review by the Federal Trade Commission and the antitrust authority of
Spain of Integras previously announced proposed acquisition of certain assets, and assumption of certain liabilities, of Johnson & Johnsons Codman neurosurgery business (the
Codman Acquisition
). The
Divestiture is conditioned upon completion of the Codman Acquisition and is expected to close promptly following completion of the Codman Acquisition.
The foregoing description of the Divestiture Agreement contained in Item 1.01 of this Current Report on Form
8-K
does not purport to be complete and is qualified in its entirety by reference to the full text of the Divestiture Agreement, which will be an exhibit to Integras Quarterly Report on Form
10-Q
for the quarter ended September 30, 2017. All summaries and descriptions of the Divestiture Agreement set forth above are qualified in their entirety by the actual documents.
ITEM 7.01
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Regulation FD Disclosure
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On September 11, 2017, Integra issued a press release announcing entry
into the Divestiture Agreement, which is attached hereto as Exhibit 99.1.
Item 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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(d) Exhibits
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99.1
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Press Release, dated September 11, 2017, issued by Integra LifeSciences Holdings Corporation
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SIGNATURES
Pursuant 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.
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INTEGRA LIFESCIENCES HOLDINGS CORPORATION
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Date: September 11, 2017
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By:
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/s/ Glenn G. Coleman
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Glenn G. Coleman
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Title:
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Corporate Vice President and Chief Financial Officer
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