Item 7.01. |
Regulation FD Disclosure.
|
On October 27, 2020, Repligen Corporation (the “Company”)
issued a press release announcing (i) the Company’s entry into
an agreement to consummate the ARTeSYN Transactions described in
Item 8.01, and (ii) the Company’s acquisition of Non-Metallic Solutions, Inc. (“NMS”),
pursuant to a Stock Purchase Agreement, dated October 15,
2020, with NMS, William T. Malloneé and Derek Masser. A copy of
this press release is attached to this Current Report on Form
8-K and furnished as
Exhibit 99.1.
On October 27, 2020, the Company made available an Investor
Presentation relating to the ARTeSYN Transactions under “Investor
Presentations & Events” in the Investors section of the
Company’s website at www.repligen.com. A copy of this
Investor Presentation is attached to this Current Report on Form
8-K and furnished as
Exhibit 99.2.
The information in this Item 7.01 of this Form 8-K and Exhibits 99.1 and 99.2 attached
hereto shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934 (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.
On October 27, 2020, the Company executed an Equity and Asset
Purchase Agreement (the “Purchase Agreement”) with Third
Creek Holdings, LLC (the “Stockholder”), ARTeSYN
Biosolutions Holdings Ireland Limited (“ARTeSYN”), Alphinity, LLC
(“Alphinity”,
together with the Stockholder, the “ARTeSYN Sellers”), and Michael
Gagne, solely in his capacity as the securityholder representative,
to acquire all of the shares of ARTeSYN and certain assets of
Alphinity that are related to the business of ARTeSYN (such
transactions, the “ARTeSYN
Transactions”).
At the closing of the ARTeSYN Transactions, the Company will pay to
the Sellers an aggregate purchase price of approximately
$200 million, comprised of approximately $130 million in
cash and approximately $70 million in Repligen common stock,
subject to certain adjustments (“Consideration”). A portion of
the Consideration will be contributed to a third-party escrow fund
against which the Company may make indemnification claims.
Item 9.01. |
Financial Statements and Exhibits.
|