ITEM 7.01 REGULATION FD DISCLOSURE
On December 1, 2022, Integra LifeSciences Holdings Corporation (the "Company")
issued a corporate presentation containing additional information related to the
other events as detailed in Item 8.01 of this Current Report on Form 8-K, a copy
of which is attached hereto as Exhibit 99.1 and is incorporated herein by
reference. This presentation will also be available on the Company's investor
relations website at https://investor.integralife.com/ under the "Events &
Presentations" tab.
As provided in General Instruction B.2 of Form 8-K, the information in this Item
7.01 and Exhibit 99.1 incorporated herein shall not be deemed to be "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), nor shall it be deemed to be incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
ITEM 8.01 OTHER EVENTS
On November 30, 2022, the Company entered into a definitive agreement to acquire
Surgical Innovation Associates, Inc. The transaction is expected to close during
the fourth quarter of 2022, subject to the satisfaction of customary closing
conditions.
On December 1, 2022, the Company announced it is planning a $150 million share
repurchase as a part of a previous approval by the board of directors. The
Company may repurchase shares at its discretion, subject to applicable
regulatory and other legal requirements. The number of shares to be repurchased
and the timing of such transactions will depend on a variety of factors,
including market conditions, regulatory requirements, and other corporate
considerations, and could be suspended or discontinued at any time as determined
by management. Commencement of share repurchases is expected to occur in early
2023 and the Company may utilize various methods to effect the repurchases,
including open market transactions, privately negotiated transactions,
transactions structured through investment banking institutions, including
accelerated share repurchases, or a combination of the foregoing, some of which
may be effected through Rule 10b5-1 plans.
On December 1, 2022, the Company issued a press release announcing the
transaction and the Company's share repurchase plans, a copy of which is filed
as Exhibit 99.2 and is incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements.
This Form 8-K contains forward-looking statements, including statements related
to the Company's expectations with respect to the closing of the transaction and
repurchase of common stock, including the timing and manner of any purchases
under the Company's authorized stock repurchase program. These forward-looking
statements are covered by the "Safe Harbor for Forward-Looking Statements"
provided by the Private Securities Litigation Reform Act of 1995. The Company
has tried to identify these forward looking statements by using words such as
"expect," "anticipate," "estimate," "plan," "will," "would," "should," "could,"
"intend" or similar expressions, but these words are not the exclusive means for
identifying such statements. The Company cautions that a number of risks,
uncertainties and other factors could cause the Company's plans and actual
results to differ materially from those expressed in, or implied by, the
forward-looking statements. Such factors include, but are not limited to,
changes in the market price of the Company's common stock, general market
conditions, access to credit or debt capital markets, applicable securities laws
and alternative uses of capital. For a detailed discussion of factors that could
affect the Company's future operating results, please see the Company's filings
with the Securities and Exchange Commission, including the disclosures under
"Risk Factors" in those filings. Except as expressly required by the federal
securities laws, the Company undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information, changed
circumstances or future events or for any other reason.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
99.1 Presentation, dated December 1, 2022, of Integra LifeSciences Holdings
Corporation
99.2 Press Release, dated December 1, 2022, issued by Integra LifeSciences
Holdings Corporation
104 Cover Page Interactive Data File (embedded within the inline XRBL document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses