Item 1.01 – Entry into a Material Definitive Agreement.
On April 17, 2019, AngioDynamics, Inc., a Delaware corporation (“
AngioDynamics
”), entered into an asset purchase agreement (the “
Asset Purchase Agreement
”) with Medline Industries, Inc., an
Illinois corporation (“
Medline
”),
pursuant to which AngioDynamics has
agreed to sell to Medline the fluid management business of AngioDynamics (the “
Business
”) and all of the assets used primarily in connection therewith (the “
Transaction
”). The Transaction is expected to close by the end of AngioDynamics’ fiscal year ending May 31, 2019.
Subject to the terms and conditions of the Asset Purchase Agreement, Medline will pay to AngioDynamics a
purchase price of $167.5 million on the closing date, subject to an adjustment based on the amount of inventory of the Business as of the closing.
The closing of the Transaction is subject to customary conditions, including: (i) the expiration or
termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and any other applicable antitrust laws; (ii) the absence of any law or order prohibiting consummation of the transactions
contemplated by the Asset Purchase Agreement; (iii) the accuracy of representations and warranties and compliance with covenants as provided for in the Asset Purchase Agreement; and (iv) the absence of any law, order or proceeding that prohibits
or seeks to prohibit Medline from owning operating or controlling the Business or that materially impairs or seeks to impair Medline’s right or ability to own, operate or control the Business or that may result in the imposition of criminal
liability, regulatory fines or material damages with respect to the Business.
The Asset Purchase Agreement may be terminated, on or prior to the closing date, by: (i) the mutual written agreement of AngioDynamics and Medline; (ii) either AngioDynamics or Medline,
if the closing has not occurred by August 15, 2019;
(iii) either AngioDynamics or Medline, upon the breach of any representation or warrant or failure
to comply with any covenant or agreement of the other party, in each case, which would give rise to the failure of certain closing conditions; or (iv) either AngioDynamics or Medline, in the event of any final and nonappealable adverse law and
order prohibiting consummation of the transactions contemplated by the Asset Purchase Agreement.
The Asset Purchase Agreement contains representations, warranties and covenants as to the parties’ business,
financial and legal obligations and provides for indemnification by each of the parties in certain circumstances and subject to certain limitations.
The foregoing description of the Asset Purchase Agreement does not purport to be complete and is subject to,
and qualified in its entirety by, the full text of the Asset Purchase Agreement, which is included as
Exhibit 2.1
hereto and is incorporated herein by
reference. The representations, warranties and covenants contained in the Asset Purchase Agreement were made only for the purposes of the Asset Purchase Agreement, were made as of specific dates, were made solely for the benefit of the parties to
the Asset Purchase Agreement and may not have been intended to be statements of fact but, rather, as a method of allocating risk and governing the contractual rights and relationships among the parties to the Asset Purchase Agreement. The
assertions embodied in those representations and warranties may be subject to important qualifications and limitations agreed to by AngioDynamics and Medline in connection with negotiating their respective terms. 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 stockholders. For the foregoing reasons, none of AngioDynamics’ stockholders or any other person should rely on such
representations and warranties, or any characterizations thereof, as statements of factual information at the time they were made or otherwise.