Item 1.01
|
Entry into a Material Definitive Agreement.
|
On August 24, 2020, Chart Industries, Inc. (“Chart”) entered into a Purchase Agreement (the “Purchase Agreement”) pursuant to which it shall divest its cryobiological products business (the “CryoBio Business”) to Cryoport, Inc. (the “Buyer”) for a purchase price of $320,000,000, subject to customary adjustments (the “Divestiture”). The Divestiture shall be structured as the sale of a combination of equity interests and assets primarily related to the CryoBio Business (and the transfer of certain liabilities in connection therewith) by a variety of Chart’s subsidiaries (collectively, the “Sellers”).
The Purchase Agreement provides for customary representations, warranties and covenants, including, among others, that each of the parties to the Purchase Agreement will use its reasonable best efforts to complete the Divestiture, that Chart and the Sellers will conduct the CryoBio Business in the ordinary course consistent with past practice during the period between the execution of the Purchase Agreement and the consummation of the Divestiture, and that Chart and the Sellers will not permit the CryoBio Business to engage in certain kinds of transactions during such period.
The Purchase Agreement also contains customary termination provisions, including a provision that the Purchase Agreement may be terminated by either Chart, on the one hand, or the Buyer, on the other hand, if the Divestiture has not been completed by December 31, 2020 (subject to automatic extension in certain circumstances); provided, however, that such right to terminate the Purchase Agreement is not available to any party whose breach of any provision of the Purchase Agreement results in the failure of the Divestiture to be completed.
The Divestiture is expected to be completed by year end 2020, subject to the satisfaction of certain customary closing conditions and regulatory requirements.
Prior to the execution of the Purchase Agreement, there has been no material relationship between Chart or its affiliates (including the Sellers) and the Buyer, except that the Buyer was, and continues to be, a customer of the CryoBio Business.
The foregoing summary of the Purchase Agreement contained in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed herewith as Exhibit 2.1 and is incorporated herein by reference.
The Purchase Agreement contains representations and warranties that each party thereto made to and solely for the benefit of each other party as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the Purchase Agreement and may be subject to important qualifications and limitations agreed by the parties in connection with negotiating the terms of the Purchase Agreement or contained in schedules or other supplemental materials thereto. Such schedules and supplemental materials may contain information that modifies, qualifies or creates exceptions to the representations and warranties set forth in the Purchase Agreement. Moreover, some of those representations and warranties (i) may be subject to a contractual standard of materiality different from that generally applicable to shareholders or (ii)