Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the Merger Agreement, upon consummation of the Merger (the
"Closing"), CONMED will pay In2Bones' equity holders an aggregate upfront
payment of
The Merger Agreement contains customary representations, warranties and covenants of CONMED, Merger Sub and In2Bones, as well as the Holder Representative, including an agreement by In2Bones to conduct its business in the ordinary course until the Closing. Pursuant to the Merger Agreement, CONMED and In2Bones' equity holders have also agreed to customary indemnification obligations for damages that result from any breaches of the respective representations, warranties and covenants of CONMED and In2Bones, subject to stated thresholds and limitations specified in the Merger Agreement.
The Merger is subject to customary conditions to Closing, including, among others, (i) the adoption of the Merger Agreement by the requisite holders of In2Bones' shares of common stock and (ii) expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended. Completion of the Merger is expected to occur at the end of the second quarter or early in the third quarter of 2022.
The representations, warranties and covenants contained in the Merger Agreement
(i) were made solely for the purposes of the Merger Agreement, (ii) were made
solely for the benefit of the parties to the Merger Agreement, (iii) were made
only as of the date of the Merger Agreement or such other date as is specified
in the Merger Agreement, (iv) have been included in the Merger Agreement as a
method of allocating risks and governing the contractual rights and
relationships among the parties to the Merger Agreement rather than establishing
matters as facts, (v) have been qualified by certain confidential disclosures
not reflected in the text of the Merger Agreement, and (vi) may apply standards
of materiality and other qualifications, exceptions and limitations that may
differ from what may be viewed as material by investors. Accordingly, none of
CONMED's stockholders or any other third parties should rely on the
representations, warranties and covenants or any descriptions thereof as
characterizations of the actual state of facts, circumstances or conditions of
CONMED, Merger Sub, In2Bones, any of CONMED's subsidiaries, any of the parties'
respective affiliates or any other person. The Merger Agreement and the
summaries thereof are not intended to modify or supplement any factual
disclosures about CONMED and should not be relied upon as disclosure about
CONMED or its business. The Merger Agreement should not be read alone, but
should instead be read in conjunction with other information regarding CONMED
that is or will be disclosed in reports that CONMED files from time to time with
the
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Cautionary Statement Regarding Forward-Looking Statements.
This current report on Form 8-K and the other documents referenced herein may
contain certain forward-looking statements (including "forward-looking
statements" within the meaning of the
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description of Exhibit
10.1+† Agreement and Plan of Merger, dated as of
CONMED Corporation ,Odyssey Merger Sub, Inc. ,In2Bones Global, Inc. andSheryl Moroschak , solely in her capacity as representative of In2Bones' equity holders. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
+ Certain of the exhibits and schedules to this exhibit have been omitted in
accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a
copy of all omitted exhibits and schedules to the
† Portions of this exhibit (indicated by bracketed asterisks) are omitted in
accordance with the rules of theSEC because they are both not material and the Company customarily and actually treats such information as private or confidential.
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