UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): September 20, 2018
LeMaitre Vascular, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-33092
| Delaware | 04-2825458 | |
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
63 Second Avenue
Burlington, MA 01803
(Address of principal executive offices, including zip code)
781-221-2266
(Registrant’s telephone number, including area code)
(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:
| ☐ | 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)) |
Indicate by checkmark whether the company is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12c-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. | Entry into a Material Definitive Agreement |
On September 20, 2018, LeMaitre Vascular, Inc. (the “Company”) entered into an agreement (the “Asset Purchase Agreement”) for the purchase of the assets of the clot management business from Applied Medical Resources Corporation (“Applied”). The Company consummated the acquisition and acquired the assets on September 20, 2018 (the “Closing Date”) for $14,200,000, of which $11,000,000 was paid on the Closing Date and the remainder will be paid in two post-closing installments as follows: $2,000,000 payable twelve months following the Closing Date and $1,200,000 payable twenty four months following the Closing Date. Assets acquired included tangible assets, intellectual property, registrations and approvals, inventory, data, records, goodwill and certain other assets.
The Asset Purchase Agreement contains customary representations and warranties and covenants by each party. Additionally, for a period of five years following the Closing Date, Applied has agreed not to engage in certain competitive activities with respect to the business sold and not to solicit employees of the Company. Both parties are obligated, subject to certain limitations, to indemnify the other under the Asset Purchase Agreement for certain customary and other specified matters, including breaches of representations and warranties, breaches of covenants and for certain liabilities and third-party claims.
The Company also entered into a transition services agreement with an affiliate of Applied for the supply of the acquired products for a one year period.
The foregoing description of the Asset Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of such document, which will be filed with the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 2018.
| Item 2.01. | Completion of Acquisition or Disposition of Assets |
The information set forth in Item 1.01 is incorporated by reference into this Item 2.01.
No material relationship exists between the Company or its affiliates, on the one hand, and Applied or its affiliates, on the other hand, other than in respect of the Asset Purchase Agreement and the other agreements and documents contemplated by the Asset Purchase Agreement.
Because the acquisition is not significant above a 20% level, financial statements of the acquired business are not required to be filed.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits. The following exhibit is being furnished with this Current Report on Form 8-K:
| Exhibit |
Document Description | |
| 99.1 | Press Release dated September 26, 2018. | |
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. | ||||||
| Date: September 26, 2018 | By: | /s/ David B. Roberts | ||||
| David B. Roberts | ||||||
| President | ||||||
Exhibit 99.1
LeMaitre Vascular Acquires Clot Management Business from Applied Medical
BURLINGTON, Mass., September 26, 2018 (GLOBE NEWSWIRE) — LeMaitre Vascular, Inc. (Nasdaq:LMAT), announced today that it has acquired the vascular clot management business of Applied Medical Resources Corporation for $14.2 million, of which $11.0 million was paid at closing and $3.2 million will be paid in two post-closing installments. As part of the transaction, the parties also signed a transition services agreement under which Applied Medical will continue to manufacture the product line for LeMaitre Vascular for one year.
Applied Medical’s clot management product line, including Syntel® embolectomy and thrombectomy catheters, Python® over-the-wire embolectomy catheters, Latis® graft cleaning catheters and irrigation catheters, is now available through LeMaitre Vascular. Sales of the business during the latest 12-month period were $3.4mm.
Dave Roberts, LeMaitre Vascular’s President, commented, “We are pleased to expand our clot management product offering through this acquisition, which adds a latex-free over-the-wire embolectomy catheter to our sales bag.”
Gary Johnson, Applied Medical’s Group President, added, “We are confident that our vascular customers will continue to receive the highest level of service and support from LeMaitre.”
Business Outlook
In Q4 2018, LeMaitre Vascular expects the acquired business to add $0.5 million to $0.6 million in sales, and have no impact on operating income due to short-term business transition related costs.
About LeMaitre Vascular
LeMaitre Vascular is a provider of devices, implants and services for the treatment of peripheral vascular disease, a condition that affects more than 200 million people worldwide. The Company develops, manufactures and markets disposable and implantable vascular devices to address the needs of its core customer, the vascular surgeon. The Company’s diversified product portfolio consists of brand name devices used in arteries and veins outside of the heart. Additional information can be found at www.lemaitre.com.
About Applied Medical
Applied Medical is dedicated to providing innovative solutions that enhance patient outcomes and enable the advancement of minimally invasive surgery. As a new generation medical device company, Applied is proud to have a significant and sustainable impact on healthcare by delivering breakthrough technologies that enhance clinical care and satisfy the pressing economic needs of its customers.
Headquartered in Southern California, Applied Medical provides its products and unique business model to more than 75 countries. To learn more about Applied Medical, visit appliedmedical.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, forward-looking statements in this release include, but are not limited to, statements about the Company’s expectations regarding Q4 2018 sales and operating income contributions by the acquired business. 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 expected, including, but not limited to, the risk that the Company may not realize the anticipated benefits of its strategic activities; risks related to the integration of acquisition targets; the risk of significant fluctuations in our quarterly and annual results due to numerous factors; the risk that we may not be able to maintain our recent levels of profitability; the risk that assumptions about the market for the Company’s products and the productivity of the Company’s direct sales force and distributors may not be correct; risks related to product demand and market acceptance of the Company’s products and pricing; the risk that a recall of our products could result in significant costs or negative publicity; the risk that the Company is not successful in
transitioning to a direct-selling model in new territories; and other 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.
Contacts
LeMaitre Vascular, Inc.
Investor Relations
Steven Chehames
+1-781-425-1659
schehames@lemaitre.com
Applied Medical
Corporate Communications
Loree Bowen
949-713-7920
lbowen@appliedmedical.com