UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
Of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 2011
TECHNE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
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| 0-17272
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41-1427402 |
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(IRS Employer |
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Identification No.) |
614 McKinley Place NE, Minneapolis, MN 55413
(Address of Principal Executive Offices) (Zip Code)
(612) 379-8854
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 2.01 Completion of Acquisition or Disposition of Assets
On April 28, 2011, two wholly-owned subsidiaries of Techne Corporation (“Techne”), Research
and Diagnostic Systems, Inc., a Minnesota corporation (“RDS”), and R&D Systems Europe Ltd.
(“RDSE”), a United Kingdom company, entered into a Share Purchase Agreement (the “Agreement”) with
the shareholders of Tocris Holdings Limited (“Tocris”), a United Kingdom company, pursuant to which
RDS and RDSE collectively acquired all of the outstanding stock of Tocris. Through the acquisition
of Tocris, RDS and RDSE also acquired the following subsidiaries of Tocris (collectively the
“Tocris Entities”):
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Tocris Investments Limited, a United Kingdom company and wholly-owned subsidiary
of Tocris; |
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Tocris Cookson Limited, a United Kingdom company and wholly-owned subsidiary of
Tocris Investments Limited; and |
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Tocris Cookson, Inc., a Delaware corporation and wholly-owned subsidiary of
Tocris Cookson Limited. |
RDS and RDSE acquired the shares of Tocris for total consideration of £75.0 million
(approximately $124 million at the exchange rate of £1.00:$1.6528 on April 28, 2011), which
consists of approximately £68.0 million ($112.4 million) paid to Tocris shareholders and
approximately £7.0 million (approximately $11.6 million) used to pay the Tocris Entities’ external
debt at closing. Pursuant to the agreement, £7.5 million of the purchase price paid to Tocris’
shareholders will be held in escrow for 18 months to secure warranty and indemnity obligations of
the shareholders contained in the Agreement, and £1.0 million of the purchase price will be held in
escrow pending confirmation of the final levels of cash, debt and working capital of Tocris at
closing. The purchase price may be adjusted post-closing based on these measurements.
Pursuant to the Agreement, the Tocris shareholders, other than the institutional shareholders,
are subject to non-compete and non-solicitation obligations for three years following the closing.
In connection with the acquisition, Tocris has entered into new employment agreements with key
managers of Tocris.
This description of the Agreement does not purport to be complete and is qualified in its
entirety by reference to such agreement, which is filed herewith as Exhibit 2.1 and incorporated
herein by reference.
A copy of the press release announcing the acquisition is filed herewith as Exhibit 99.1.
Techne will file certain financial statements with respect to Tocris and pro forma financial
information reflecting the acquisition of Tocris by amendment to this Report within 75 calendar
days of April 28, 2011.
Item 9.01 Financial Statements and Exhibits
(a) Financial statements of a business acquired.
The audited financial statements of Tocris are not provided in this Report and will be filed
by amendment to this Report within 75 calendar days of April 28, 2011.
(b) Pro forma financial information.