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MarketScreener Homepage  >  Equities  >  Nyse  >  Glaukos Corporation    GKOS

GLAUKOS CORPORATION

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GLAUKOS CORP : Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

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11/21/2019 | 09:01am EST

Item 2.01. Completion of Acquisition or Disposition of Assets.

On November 21, 2019, pursuant to the terms and conditions of an Agreement and Plan of Merger, dated as of August 7, 2019 (the "Merger Agreement"), by and among Glaukos Corporation, a Delaware corporation ("Glaukos"), Atlantic Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Glaukos ("Merger Sub"), and Avedro, Inc., a Delaware corporation ("Avedro"), Merger Sub was merged with and into Avedro, with Avedro continuing as the surviving corporation and a wholly owned subsidiary of Glaukos (the "Merger").

At the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.00001 per share, of Avedro ("Avedro Common Stock") (other than shares of Avedro Common Stock owned by Glaukos, Merger Sub, Avedro or any direct or indirect, wholly owned subsidiary of Avedro or Glaukos) that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive 0.365 (the "Exchange Ratio") of a share of common stock of Glaukos, par value $0.001 per share ("Glaukos Common Stock").

Subject to certain exceptions, each Avedro equity award that was outstanding as of the Effective Time was converted, subject to the Exchange Ratio, into equivalent equity awards of Glaukos on the same terms and conditions applicable to the Avedro equity awards immediately prior to the Effective Time. In particular:



   •   Each outstanding and unexercised option to purchase Avedro Common Stock
       (whether vested or unvested) (an "Avedro Stock Option") was assumed by
       Glaukos and converted into an option (an "Assumed Stock Option") to purchase
       a number of shares of Glaukos Common Stock (rounded down to the nearest
       whole share) equal to the product of the number of shares of Avedro Common
       Stock subject to such Avedro Stock Option immediately prior to the Effective
       Time multiplied by the Exchange Ratio. The per share exercise price for the
       Glaukos Common Stock issuable upon exercise of such Assumed Stock Option is
       equal (rounded up to the nearest whole cent) to the exercise price per share
       of Avedro Common Stock applicable to such Avedro Stock Option immediately
       prior to the Effective Time divided by the Exchange Ratio. Otherwise, each
       Assumed Stock Option is subject to the same terms and conditions (including
       expiration date, vesting and exercise provisions) as were applicable to the
       corresponding Avedro Stock Option immediately prior to the Effective Time.
       After the Effective Time, each Assumed Stock Option no longer represented
       the right to acquire Avedro Common Stock.

   •   Each outstanding restricted stock unit issued by Avedro (an "Avedro RSU")
       (but excluding any Avedro RSU that vested prior to or as a result of the
       consummation of the Merger and settled in shares of Avedro Common Stock that
       converted into the right to receive shares of Glaukos Common Stock as a
       result of the Merger) was assumed by Glaukos (an "Assumed RSU") and
       converted into the right to receive the number of shares of Glaukos Common
       Stock (rounded down to the nearest whole share) equal to the product of the
       number of shares of Avedro Common Stock subject to such Avedro RSU
       immediately prior to the Effective Time multiplied by the Exchange Ratio.
       Otherwise, each Assumed RSU is subject to the same terms and conditions
       (including vesting, payment and withholding provisions) as were applicable
       to the corresponding Avedro RSU immediately prior to the Effective Time.
       After the Effective Time, each Assumed RSU no longer represented the right
       to acquire Avedro Common Stock.




                                       2





   •   Each warrant to purchase shares of Avedro Common Stock (an "Avedro Warrant")
       that was outstanding and unexercised as of immediately prior to the
       Effective Time was cancelled and converted into the right to receive a
       number of shares of Glaukos Common Stock equal to (i) the number of shares
       of Avedro Common Stock subject to such Avedro Warrant multiplied by the
       Exchange Ratio minus (ii) the quotient obtained by dividing the aggregate
       exercise price of such Avedro Warrant by the volume weighted averages of the
       trading price of Glaukos Common Stock for the five consecutive trading dates
       ending three trading days prior to the consummation of the Merger.



The foregoing summary description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to Glaukos' Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on August 8, 2019 and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On November 21, 2019, Glaukos issued a joint press release with Avedro announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in Item 7.01 and in the accompanying Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

Glaukos intends to file any financial statements of Avedro required by Item 9.01(a) as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed with the SEC.

(b) Pro Forma Financial Information

Glaukos intends to file any pro forma financial information required by Item 9.01(b) as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed with the SEC.



(d) Exhibits



Exhibit Number                              Description
     2.1            Agreement and Plan of Merger, dated as of August 7, 2019,
                  among Glaukos Corporation, Atlantic Merger Sub, Inc., and
                  Avedro, Inc. (incorporated by reference to Exhibit 2.1 to
                  Glaukos' Current Report on Form 8-K, filed with the SEC on
                  August 8, 2019)

     99.1           Joint Press Release issued November 21, 2019

     104          Cover Page Interactive Data File (embedded within the Inline
                  XBRL document)




                                       3

© Edgar Online, source Glimpses

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Financials (USD)
Sales 2019 241 M
EBIT 2019 -26,2 M
Net income 2019 -28,3 M
Finance 2019 96,5 M
Yield 2019 -
P/E ratio 2019 -93,9x
P/E ratio 2020 -123x
EV / Sales2019 11,8x
EV / Sales2020 9,02x
Capitalization 2 941 M
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Mean consensus OUTPERFORM
Number of Analysts 10
Average target price 67,13  $
Last Close Price 67,89  $
Spread / Highest target 17,8%
Spread / Average Target -1,13%
Spread / Lowest Target -16,0%
EPS Revisions
Managers
NameTitle
Thomas William Burns President, Chief Executive Officer & Director
William J. Link Chairman
Chris M. Calcaterra Chief Operating Officer
Joseph E. Gilliam CFO, CAO & Senior VP-Corporate Development
L. Jay Katz Chief Medical Officer
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