Item 8.01. Other Events
As previously disclosed, on January 5, 2017, ICU Medical, Inc., a Delaware
corporation (the "Company") and Pfizer Inc., a Delaware corporation ("Pfizer")
entered into an Amended and Restated Stock and Asset Purchase Agreement (as may
be amended or supplemented, the "Restated Purchase Agreement") that amended and
restated the Stock and Asset Purchase Agreement, dated as of October 6, 2016, by
and between the Company and Pfizer, pursuant to which the Company purchased the
Hospira Infusion Systems business, consisting of IV pumps, solutions, and
disposables and certain other assets of Pfizer. Under the Restated Purchase
Agreement, Pfizer was entitled to receive between $191.3 million and $225.0
million in additional cash consideration (the "HIS earn-out liability") based on
the achievement of certain performance targets for the combined company for the
three years ending December 31, 2019.
As of December 31, 2019, the Company determined that it did not meet the
necessary performance targets that would require payout of any of the HIS
earn-out liability. Pfizer disputed the Company's determination that the
performance targets requiring payout of the HIS earn-out liability were not met.
The dispute has since been ongoing in binding arbitration. On August 7, 2021 the
arbitrator concluded that the necessary performance targets that would require
payout of the HIS earn-out liability have not been met. As a result, Pfizer is
not entitled to any payments in connection with the HIS earn-out liability.
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