Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On
Pursuant to the terms of the Merger Agreement and subject to the conditions set
forth therein, at the effective time of the Merger, holders of outstanding
shares of Bardy common and preferred stock and holders of Bardy warrants, stock
options and other equity-related awards will be entitled to receive the
aggregate merger consideration consisting of (i)
The Merger Agreement contains customary representations and warranties,
covenants and other agreements. In addition, pursuant to the terms of the
Merger Agreement, the Bardy equityholders will indemnify Hillrom for certain
specified matters. The representations and warranties set forth in the Merger
Agreement generally survive for one year following the closing of the Merger,
with longer survival periods with respect to certain fundamental representations
and warranties.
Consummation of the Merger is subject to customary closing conditions, including
the expiration of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976. Hillrom's obligation to consummate the Merger is not
subject to any condition related to the availability of financing and Hillrom
intends to fund the Purchase Price through a combination of cash on hand and
borrowings under Hillrom's existing revolving credit facility. The Merger
Agreement also contains customary termination provisions and is subject to
termination by either Hillrom or Bardy if the Merger is not completed on or
before
The foregoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the actual terms of
the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and
incorporated herein by reference. The Merger Agreement has been included to
provide investors with information regarding its terms and is not intended to
provide any financial or other factual information about Hillrom or Bardy. In
particular, the representations, warranties and covenants contained in the
Merger Agreement (1) were made only for purposes of that agreement and as of
specific dates, (2) were solely for the benefit of the parties to the Merger
Agreement, (3) may be subject to limitations agreed upon by the parties,
including being qualified by confidential disclosures made for the purposes of
allocating contractual risk between the parties to the Merger Agreement instead
of establishing those matters as facts and (4) may be subject to standards of
materiality applicable to the contracting parties that differ from those
applicable to investors. Moreover, information concerning the subject matter of
the representations, warranties and covenants may change after the date of the
Merger Agreement, which subsequent information may or may not be fully reflected
in public disclosures by Hillrom. Accordingly, investors should read the
representations and warranties in the Merger Agreement not in isolation but only
in conjunction with the other information about Hillrom and its subsidiaries
that Hillrom includes in reports, statements and other filings it makes with the
Item 7.01 Regulation FD Disclosure.
On
The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits. (d) Exhibits 2.1 Agreement and Plan of Merger dated as ofJanuary 15, 2021 by and among
99.1 Press Release of
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Disclosure Regarding Forward-Looking Statements
Certain statements in this report relating to Hillrom's future plans, objectives, beliefs, expectations, representations and projections, including the Merger, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. It is important to note that forward-looking statements involve significant risks and uncertainties and are not guarantees of future performance, and Hillrom's actual results could differ materially from those set forth in any forward-looking statements. For a more in-depth discussion of factors that could cause actual results to differ from those contained in forward-looking statements, see the discussions under the heading "Risk Factors" in Hillrom's previously filed most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Hillrom assumes no obligation to update or revise any forward-looking statements, unless required by law.
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