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): November 17, 2010
LeMaitre Vascular, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-33092 | 04-2825458 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 63 Second Avenue Burlington, Massachusetts |
01803 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(781) 221-2266
(Registrant’s Telephone Number, Including Area Code)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01 | Regulation FD Disclosure |
On November 17, 2010, we issued a press release announcing the transaction described in Item 8.01 below.
The press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference. The press release and the information in Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events |
On November 17, 2010, we entered into an Asset Purchase Agreement (the “Angiotech Agreement”) with Angiotech Pharmaceuticals (US), Inc., a Washington corporation, and Angiodevice International GmbH, a Swiss corporation (together, “Sellers”), to acquire from Sellers the Lifespan Vascular Graft and related manufacturing business. Assets acquired include fixed assets, inventory, select contractual commitments, permits and approvals, and legal rights. Cash, accounts receivable, insurance, and specified contractual commitments were not acquired.
The purchase price for this acquisition was $2.8 million dollars. A first payment of $2.5 million dollars was made at the closing of the acquisition, and the balance is to be paid on the first anniversary of the closing. Other provisions of the Angiotech Agreement include a three-year non-competition covenant on the part of Sellers, transitional assistance from Sellers, and mutual indemnification for losses arising out of or relating to certain breaches of, and misrepresentations under, the Angiotech Agreement.
In a related transaction, also occurring on November 17, 2010, we entered into an Asset Purchase Agreement and a Transition Agreement (together, the “Edwards Agreements”), each with Edwards Lifesciences, LLC, a Delaware limited liability company (“Edwards”), and certain of Edwards’ affiliates, for an orderly transition of Edwards’ distribution business of the Lifespan Vascular Graft in Europe and Japan from Edwards to LeMaitre, and to acquire from Edwards certain assets related to Edwards’ distribution of the product, including inventory and the Lifespan trademark.
Under the terms of the Edwards Agreements, we will pay Edwards $650,000 on the closing date and $100,000 ninety (90) days after the closing. We will also pay Edwards approximately $500,000 on the closing date to repurchase a portion of their Lifespan inventory. Under the Edwards Agreements, Edwards will provide sales and marketing cooperation, detailed customer information for Europe and Japan, assignment of most assignable customer contracts, transfer of certain registrations, and continued sale of the Lifespan Vascular Graft through Edwards in certain markets and to certain customers, for the benefit of the Company, in exchange for a service fee.
Other provisions of the Edwards Agreements include a one-year noncompetition covenant on the part of Edwards and indemnification by both parties for losses resulting from or arising out of certain breaches of, and misrepresentations under, the Edwards Agreements.
The closing of the transactions contemplated under the Edwards Agreements is subject to customary closing conditions and has been scheduled to occur on November 30, 2010.
| Item 9.01. | Financial Statements and Exhibits |
The following exhibit is furnished as part of this report, where indicated:
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press release issued by LeMaitre Vascular, Inc. on November 17, 2010, announcing its acquisition of assets from Angiotech Pharmaceuticals (US), Inc. and Angiodevice International GmbH, and the entering into of definitive agreements to transition Edwards Lifesciences, LLC’s Lifespan Vascular Graft business, furnished herewith. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LEMAITRE VASCULAR, INC. | ||||
| Dated: November 19, 2010 | By: | /S/ AARON M. GROSSMAN | ||
| Name: | Aaron M. Grossman | |||
| Title: | Vice President & General Counsel | |||
Exhibit 99.1
For information contact:
David B. Roberts
President
LeMaitre Vascular, Inc.
781.425.1693
droberts@lemaitre.com
LeMaitre Vascular Acquires Lifespan Vascular Graft
BURLINGTON, Mass., Nov 17, 2010 — LeMaitre Vascular, Inc. (Nasdaq: LMAT), a provider of disposable and implantable peripheral vascular devices, announced today that it has acquired the Lifespan Vascular Graft manufacturing business from Angiotech Pharmaceuticals, Inc. Lifespan is a vascular prosthesis used in the repair or replacement of diseased arteries and in the creation of vascular access sites for dialysis. The Company paid Angiotech a net purchase price of $2.8 million in exchange for the business, which includes a factory located in Laguna Hills, California.
Lifespan was introduced in the mid-1990s and is currently sold in the United States, the European Union, Japan, Canada, and several other markets through third-party distributors, primarily Edwards Lifesciences. The net purchase price is 1.8 times Angiotech’s sales to distributors during its four most recently completed fiscal quarters.
In a related transaction, LeMaitre Vascular and Edwards have agreed to a wind-down of Edwards’ distribution of Lifespan, which is scheduled to conclude on November 30, 2010. The Company will pay Edwards $0.75 million in exchange for orderly market transitions in Europe (where Lifespan sales are strongest) and Japan, and will pay approximately $0.5 million for the majority of Edwards’ inventory. The Company is also receiving the Lifespan trademark from Edwards. The Company intends to begin selling Lifespan through its own worldwide sales force on December 1, 2010.
“ePTFE vascular grafts are an essential vascular surgery implant and are complementary to our growing portfolio of vascular devices and implants,” said David B. Roberts, President of LeMaitre Vascular.
The Company does not expect to record material Lifespan revenues in Q4 2010 and expects the transaction will reduce Q4 operating income by approximately $0.3 million. The Company expects Lifespan revenues of approximately $1.7 million in 2011. The transaction is expected to reduce operating income by approximately $0.7 million in 2011 and be accretive thereafter. These amounts exclude the impact of any future restructuring activities.
Analyst Day
The Company will be discussing the Lifespan transaction at its upcoming Analyst Day. The Company is hosting an Analyst Day to update the investment community on its 2011 guidance, growth initiatives, and strategic priorities. Analyst Day will be held Thursday December 2, 2010 at Ruth’s Chris Steakhouse, 148 West 51st Street (& 7th Avenue), New York City, and will begin at 9am EST and conclude at 12:30pm EST. Please contact Brian Kickham (bkickham@lemaitre.com) for information regarding Analyst Day.
About LeMaitre Vascular
LeMaitre Vascular develops, manufactures and markets disposable and implantable vascular devices to address the needs of vascular surgeons. The Company estimates that peripheral vascular disease affects more than 20 million people worldwide. The Company’s diversified product portfolio consists of brand-name devices including the Expandable LeMaitre Valvulotome and the Pruitt F3 Carotid Shunt.
LeMaitre and the LeMaitre Vascular logo are registered trademarks of LeMaitre Vascular, Inc. This press release contains other trademarks and trade names of the Company and third parties.
For more information about the Company, please visit http://www.lemaitre.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Statements in this press release regarding the Company’s business that are not historical facts may be “forward-looking statements” that involve risks and uncertainties. Specifically, statements regarding the Company’s financial guidance, its operational objectives, the transaction with Edwards, and the orderliness of market transitions in Europe and Japan, are forward-looking statements involving risks and uncertainties. Forward-looking statements are based on management’s current, preliminary expectations and are subject to risks and uncertainties that could cause actual results to differ from the results predicted. These risks and uncertainties include, but are not limited to, the risk that the Company does not complete its Lifespan transaction with Edwards; the risk that the Company does not realize the anticipated benefits of its transactions; the risk that the Company encounters difficulties in effecting the conversion of Lifespan Vascular Graft sales from a distribution model to a direct sales model; the significant competition the Company faces from other companies, technologies, and alternative medical procedures, including newer endovascular technologies; the potential for encountering unfavorable foreign currency exchange rate fluctuations; risks related to product demand and market acceptance of the Company’s products; the risk that third parties claim that we infringe upon their intellectual property rights; and the risks and uncertainties included under the heading “Risk Factors” in our most recent Annual Report on Form 10-K, as updated by our subsequent filings with the SEC, all of which are available on the Company’s investor relations website at http://www.lemaitre.com and on the SEC’s website at http://www.sec.gov. Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update publicly any forward-looking statements to reflect new information, events, or circumstances after the date they were made, or to reflect the occurrence of unanticipated events.
SOURCE LeMaitre Vascular, Inc.
http://www.lemaitre.com/