Item 2.0
1
Completion of Acquisition or Disposition of Assets
.
As previously disclosed, on September 25, 2018, Oxford Immunotec Global PLC (the “Company”), entered into a Limited Liability Company Interest Purchase Agreement (the “Purchase Agreement”) with Quest Diagnostics Incorporated, a Delaware corporation (“Quest”), Oxford Immunotec Limited, a limited company incorporated in England and Wales and a wholly owned subsidiary of the Company (“Oxford Limited”) and Oxford Immunotec, LLC, a Delaware limited liability company (formerly known as Oxford Immunotec, Inc., a Delaware corporation) and a wholly owned subsidiary of the Company (“Oxford LLC”), pursuant to which Oxford Limited agreed to sell, and Quest agreed to acquire, the Company’s U.S. laboratory services business (the “Laboratory Services Business”) for gross proceeds of $170 million in cash (the “Transaction”).
As contemplated in the Purchase Agreement, Oxford Immunotec USA, Inc., a Delaware corporation and a newly formed wholly owned subsidiary of Oxford Limited (“Oxford USA”), joined the Purchase Agreement by way of a Joinder Agreement dated October 1, 2018.
The Transaction was consummated in accordance with the terms and conditions of the Purchase Agreement on November 6, 2018 (the “Closing Date”). Prior to and in connection with consummation of the Transaction, Oxford USA and Oxford LLC carried out a corporate restructuring pursuant to which (i) the assets and businesses of Oxford LLC other than the Laboratory Services Business were transferred to Oxford USA and (ii) Oxford LLC was converted into a limited liability company.
Additionally, pursuant to the terms of the Purchase Agreement, the parties entered into certain ancillary agreements as of the Closing Date, including: (i) a transitional services agreement, (ii) a technology license agreement and (iii) a long-term supply agreement (the “Supply Agreement”), pursuant to which Oxford USA agreed to sell, and Quest agreed to purchase, T-SPOT.
TB
test kits and related accessories from Oxford USA. In addition, the parties entered into a strategic collaboration agreement to drive continued growth of T.SPOT.TB testing in the U.S.
Further, approximately $33 million of the gross proceeds received by the Company pursuant to the Transaction, will be paid directly to MidCap Financial Trust (“MidCap”) to repay the outstanding indebtedness under two agreements the Company entered into with MidCap (the “MidCap Agreements”) in October 2016. Pursuant to the MidCap Agreements, MidCap provides the Company with $40 million in debt financing, comprised of both a term loan (the “Term Loan”) and a revolving line of credit (the “Revolving Loan”). The Term Loan provides the Company with a term loan of $30 million, which matures October 4, 2021. The Revolving Loan provides the Company with a revolving line of credit of up to $10 million, which matures October 4, 2021. Effective on the Closing Date and in connection with the Company’s repayment of the outstanding indebtedness under the MicCap Agreements, the Term Loan and the Revolving Loan, and all related agreements thereunder, were terminated and all borrowings outstanding thereunder were repaid in full.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on September 25, 2018, and which is incorporated herein by reference.
The foregoing description of the Supply Agreement is qualified in its entirety by reference to the full text of the Supply Agreement, a copy of which was filed as Exhibit B to Exhibit 2.1 to the Form 8-K filed by the Company on September 25, 2018, and which is incorporated herein by reference.