Item 7.01. Regulation FD Disclosure.
On October 27, 2020, Repligen Corporation (the "Company") issued a press release
announcing (i) the Company's entry into an agreement to consummate the ARTeSYN
Transactions described in Item 8.01, and (ii) the Company's acquisition of
Non-Metallic Solutions, Inc. ("NMS"), pursuant to a Stock Purchase Agreement,
dated October 15, 2020, with NMS, William T. Malloneé and Derek Masser. A copy
of this press release is attached to this Current Report on Form 8-K and
furnished as Exhibit 99.1.
On October 27, 2020, the Company made available an Investor Presentation
relating to the ARTeSYN Transactions under "Investor Presentations & Events" in
the Investors section of the Company's website at www.repligen.com. A copy of
this Investor Presentation is attached to this Current Report on Form 8-K and
furnished as Exhibit 99.2.
The information in this Item 7.01 of this Form 8-K and Exhibits 99.1 and 99.2
attached hereto shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities of that section, nor shall any of it be deemed incorporated by
reference in any filing under the Securities Act of 1933, or the Exchange Act,
except as expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
On October 27, 2020, the Company executed an Equity and Asset Purchase Agreement
(the "Purchase Agreement") with Third Creek Holdings, LLC (the "Stockholder"),
ARTeSYN Biosolutions Holdings Ireland Limited ("ARTeSYN"), Alphinity, LLC
("Alphinity", together with the Stockholder, the "ARTeSYN Sellers"), and Michael
Gagne, solely in his capacity as the securityholder representative, to acquire
all of the shares of ARTeSYN and certain assets of Alphinity that are related to
the business of ARTeSYN (such transactions, the "ARTeSYN Transactions").
At the closing of the ARTeSYN Transactions, the Company will pay to the Sellers
an aggregate purchase price of approximately $200 million, comprised of
approximately $130 million in cash and approximately $70 million in Repligen
common stock, subject to certain adjustments ("Consideration"). A portion of the
Consideration will be contributed to a third-party escrow fund against which the
Company may make indemnification claims.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release by Repligen Corporation, dated October 27, 2020.
99.2 Investor Presentation furnished by Repligen Corporation.
104 Cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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