Item 1.01.
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Entry into a Material Definitive Agreement.
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Stock Purchase Agreement
On April 25, 2019, Repligen
Corporation (the
Company
) entered into a Stock Purchase Agreement (the
Purchase Agreement
) with C Technologies, Inc., a New Jersey corporation (the
Seller
), and Craig Harrison, an individual
and the sole stockholder of the Seller (the
Stockholder
, and together with the Seller, the
Seller Parties
). Pursuant to the Purchase Agreement, the Company will purchase from the Stockholder all of the issued
and outstanding capital stock of the Seller (the
Share Purchase
) for an aggregate purchase price of $240 million.
The aggregate
purchase price consists of (i) $192 million in cash (the
Cash Consideration
), and (ii) $48 million in shares of the Companys common stock (subject to a collar based on the average trailing closing price of the
Companys common stock prior to the execution of the Purchase Agreement). The Cash Consideration is subject to adjustment on (i) cash and working capital adjustments, (ii) the amount of the Seller Parties transaction expenses
and indebtedness that remain unpaid as of the closing of the Share Purchase (such date, the
Closing
), and (iii) indemnification obligations for certain claims made following the Closing. Approximately $3.4 million of the Cash
Consideration will be placed into a third party escrow account against which the Company may make claims for indemnification and purchase price adjustments.
The Purchase Agreement contains customary representations, warranties and covenants of the Company, on one hand, and the Seller and the Stockholder, on the
other hand, including, among others, covenants by the Seller Parties with respect to the operations of the businesses of the Seller during the period between execution of the Purchase Agreement and the Closing. The Purchase Agreement also
provides that the Stockholder will indemnify the Company following the Closing for breaches of the warranties and covenants of the Seller Parties, as well as certain other matters, subject to certain specified limitations, including, among other
things, limitations on the period during which the Company may make certain claims for indemnification and limitations on the amounts for which the Stockholder may be liable. A representations and warranties insurance policy has been purchased by
the Company in connection with the Purchase Agreement, under which the Company may seek coverage for breaches of the Seller Parties representations and warranties to supplement the escrow fund and the Companys direct recourse against the
Stockholder. The representations and warranties insurance policy is subject to certain customary exclusions and deductibles.
The Closing is conditioned
upon, among other things, the expiration of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 laws and other customary closing conditions. The Purchase Agreement provides
for limited termination rights, including, among others, by the mutual consent of the Company and the Seller Parties, upon certain breaches of representations, warranties, covenants or agreements, and in the event the Share Purchase has not been
consummated before July 24, 2019, subject to the ability to extend under certain circumstances.
The representations, warranties and covenants set forth
in the Purchase Agreement were made solely between the parties to the Purchase Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating its terms, including being qualified by
confidential disclosures exchanged between the parties in connection with the execution of the Purchase Agreement. 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 investors or securityholders, or may have been used for the purpose of allocating risk between the parties to the Purchase Agreement rather than establishing matters as facts. Information concerning the subject matter of
the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Companys public disclosures. For the foregoing reasons, no person should rely on the
warranties as statements of factual information at the time they were made or otherwise.
Financing Commitment Letter
Concurrently with the execution of the Purchase Agreement, the Company entered into a Commitment Letter (the
Commitment Letter
) with
JPMorgan Chase Bank, N.A. (
JPM
), pursuant to which, among other things, JPM, subject to customary conditions, committed to provide, directly or through its affiliates or assignees, to the Company a senior secured 364 day term loan
facility of $125 million (the
Bridge Facility
), the proceeds of which may be