ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
As previously announced, on July 23, 2008, Integra LifeSciences Holdings Corporation, a Delaware
corporation (the “Company”), entered into the following agreements for the acquisition of Theken
Spine, LLC, Theken Disc, LLC and Therics, LLC (collectively, the “Theken Companies”): (i) Unit
Purchase Agreement among the Company, Theken Spine, LLC, Randall R. Theken and the other members of
Theken Spine, LLC set forth therein (the “Theken Spine Unit Purchase Agreement”); (ii) Unit
Purchase Agreement among the Company, Theken Disc, LLC, Randall R. Theken and the other members of
Theken Disc, LLC set forth therein; and (iii) Unit Purchase Agreement among the Company, Therics,
LLC, Randall R. Theken and AFBS, Inc. (collectively, the “Unit Purchase Agreements”). Pursuant to
the Unit Purchase Agreements, on August 1, 2008, the Company, through its wholly-owned subsidiary
Integra Spine, Inc., acquired all of the membership interests of each of the Theken Companies from
Randall R. Theken, the majority member of each company (“Mr. Theken”), and the remaining minority
members. The Theken Companies, based in Akron, Ohio, design, develop and manufacture spinal
fixation products, synthetic bone substitute products and spinal arthroplasty products.
The aggregate purchase price for the Theken Companies paid at closing was $75 million, on a
cash-free, debt-free basis, allocated as follows: $47 million for Theken Spine, $20 million for
Theken Disc and $8 million for Therics. In addition, under the Theken Spine Unit Purchase
Agreement, the Company has agreed to pay up to $125 million in earn-out payments to the members and
former appreciation rights holders of Theken Spine in accordance with a formula based on the net
sales of the Theken Companies during a two-year period following the closing. The description of
the terms of the Theken Spine Unit Purchase Agreement is qualified in its entirety by reference to
the copy of the Theken Spine Unit Purchase Agreement attached as Exhibit 10.1 to the Current Report
on Form 8-K filed by the Company on July 24, 2008.
ITEM 7.01. REGULATION FD DISCLOSURE.
On August 4, 2008, the Company issued a press release announcing that it closed on its acquisition
of the Theken Companies. This press release is furnished as Exhibit 99.1 to this Form 8-K and
incorporated by reference as if set forth in full.
The information contained in Item 7.01 of this Current Report on Form 8-K is being furnished and
shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject
to the liabilities of that Section. The information contained in Item 7.01 of this Current Report
on Form 8-K shall not be incorporated by reference into any registration statement or other
document pursuant to the Securities Act or the Exchange Act, except as shall be expressly set forth
by specific reference in any such filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial
Statements of Business Acquired.
The financial
statements required by this Item will be filed by amendment to this Current
Report on Form 8-K no later than 71 days after the date on which this Current
Report on Form 8-K is required to be filed.
(b) Pro Forma
Financial Information.
The pro forma
financial information required by this Item will be filed by amendment to this
Current Report on Form 8-K no later than 71 days after the date on which this
Current Report on Form 8-K is required to be filed.
(d) Exhibits.
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Description of Exhibit |
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99.1
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Press release issued August 4, 2008 |