-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KT6m3Eyw+HksqKtS3DNz8r3l/llM5MlYpWOn3wAVpBhBragjcTC0rLgREiWekTtF RYqoU+aWbtl1KGxtl3yQyQ== 0001157523-07-011704.txt : 20071128 0001157523-07-011704.hdr.sgml : 20071128 20071128085953 ACCESSION NUMBER: 0001157523-07-011704 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20071121 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071128 DATE AS OF CHANGE: 20071128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREATBATCH, INC. CENTRAL INDEX KEY: 0001114483 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 161531026 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16137 FILM NUMBER: 071270166 BUSINESS ADDRESS: STREET 1: 9645 WEHRLE DRIVE CITY: CLARENCE STATE: NY ZIP: 14031 BUSINESS PHONE: 716-759-5600 MAIL ADDRESS: STREET 1: 9645 WEHRLE DRIVE CITY: CLARENCE STATE: NY ZIP: 14031 FORMER COMPANY: FORMER CONFORMED NAME: WILSON GREATBATCH TECHNOLOGIES INC DATE OF NAME CHANGE: 20000511 8-K 1 a5555468.txt GREATBATCH, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2007 Greatbatch, Inc. ---------------- (Exact name of registrant as specified in its charter) Delaware 1-16137 16-1531026 -------- ------- ---------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 9645 Wehrle Drive, Clarence, New York 14031 ------------------------------------------- (Address of principal executive offices and Zip Code) Registrant's telephone number, including area code: (716)-759-6901 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Section 1 - Registrant's Business and Operations Item 1.01 Entry into a Material Definitive Agreement On November 21, 2007, Greatbatch Ltd., a New York corporation ("Purchaser"), Greatbatch, Inc., a Delaware corporation ("Greatbatch") and the shareholders of P Medical Holding SA, a societe anonyme organized and existing under the laws of Switzerland ("Precimed"), entered into a purchase agreement (the "Purchase Agreement") pursuant to which, subject to the satisfaction or waiver of the conditions therein, Purchaser will acquire all of the shares of Precimed and Precimed's right to acquire the operations of another company in the orthopedic industry. Under the terms of the Purchase Agreement, the aggregate purchase price will be approximately $125 million in cash, plus a contingent payment of up to approximately $10.0 million based on Precimed's 2008 earnings performance. The Purchase Agreement also provides for a payment of approximately $1.4 million in the event of a breach of contract by either party that results in a termination of the agreement prior to closing. Approximately $7.0 million will be placed in escrow to reimburse Purchaser for any indemnification claims as defined in the Purchase Agreement. Section 8 - Other Events Item 8.01 Other Events On November 26, 2007, Greatbatch issued a press release, a copy of which is attached hereto as Exhibit 99.1, announcing that it has signed a definitive agreement to acquire Precimed, a leading technology-driven supplier to the orthopedic industry. On November 28, 2007, Greatbatch issued a press release, a copy of which is attached hereto as Exhibit 99.2, describing the Company's expanded strategic direction and providing preliminary financial estimates for 2008. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Title of Exhibit - ----------- ---------------- 99.1 Press Release of Greatbatch, Inc. dated November 26, 2007 99.2 Press Release of Greatbatch, Inc. dated November 28, 2007 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GREATBATCH, INC. Date: November 27, 2007 By: /s/ Thomas J. Mazza ------------------------------------ Thomas J. Mazza Senior Vice President and Chief Financial Officer EX-99.1 2 a5555468ex991.txt EXHIBIT 99.1 Exhibit 99.1 Greatbatch Signs Definitive Agreement to Acquire Precimed Establishes Greatbatch as a Leading Supplier to Orthopedic OEMs Provides Diversification into $20 Billion Orthopedic Market Expands Global Presence into Europe and Asia CLARENCE, N.Y.--(BUSINESS WIRE)--Nov. 26, 2007--Greatbatch, Inc. (NYSE: GB) announced today that it is has signed a definitive agreement to acquire Precimed, a leading technology-driven supplier to the orthopedic industry. This agreement also includes Precimed's contract to acquire the operations of another company in the orthopedic industry. The combined transaction will establish Greatbatch as one of the top three suppliers to Orthopedic OEMs. This transaction significantly diversifies Greatbatch's market presence into the orthopedic market and establishes the company as a leading OEM supplier to multiple market verticals, including the Cardiac Rhythm Management, Vascular, Neurostimulation and Specialty Commercial Power markets. Under terms of the agreement, the aggregate purchase price will be approximately $125 million depending on closing adjustments. Precimed is located in Orvin, Switzerland & Exton, PA, with manufacturing operations throughout Switzerland & Indiana and sales offices in Japan, Asia & the United Kingdom. Its products, including instrumentation for hip & knee replacement, trauma and spine are sold worldwide to leading orthopedic customers. Precimed's pending acquisition will align them closer to their OEM customers and extend its offerings to a broader range of orthopedic products. Precimed is well known in the industry for outstanding quality and innovative products in growing market segments such as minimally invasive surgery, resurfacing, computer-aided surgery, RFID tracking and disposable instruments. The company has a history of engineering excellence in the design custom proprietary products and currently has over 90 patents & pending patents. Thomas J. Hook, Greatbatch's President & CEO, commented, "This acquisition supports our strategic vision to be a key global component supplier to the medical device industry. Precimed has a breadth of production capabilities, technology and relationships with orthopedic OEMs that provides a key competitive differentiator in the market. Combined with Precimed's capability to design, sell and manufacture in-house turnkey solutions (instruments, implants and cases) enables Greatbatch to obtain a growth platform in a large and growing implantable market segment. "This transaction serves as Greatbatch's entree into the attractive orthopedic market segment. The orthopedic market is a $20+ billion device industry growing at approximately 10 percent annually with the outsourcing market expected to grow even faster. This transaction provides Greatbatch with significant market, geographic and customer diversification while expanding relationships with existing Greatbatch customers. "Over the past several years, Precimed has been transformed into a major supplier to the orthopedic market under the leadership of Patrick Berdoz and John Ayliffe. An extremely important benefit of this transaction is that Patrick and John have agreed to become part of the Greatbatch Management team, bringing with them their enthusiasm to continue growing the orthopedic business." Patrick Berdoz stated, "John Ayliffe and I are proud of the organization we have established and believe that the combination with Greatbatch will accelerate our growth in the orthopedic market. Greatbatch is an outstanding organization that shares our passion for technology innovation and customer service. I am looking forward to the exciting opportunities this combination presents." Under the terms of the agreement, Greatbatch will acquire the shares of Precimed, along with the assets of Precimed's pending acquisition for approximately $125 million in cash, plus an additional earnings-based contingent cash payment of up to approximately $10 million based on 2008 earnings performance. The company will utilize cash on hand and availability under its revolving credit agreement to fund these transactions. Both transactions are expected to close in early 2008. Greatbatch's 2008 annual orthopedics revenues are anticipated to be in the range of $100 to $120 million. Excluding the impact of the acquisition related charges, such as in-process research development and integration costs, Greatbatch expects this acquisition to be neutral to GAAP EPS in 2008. In 2009 and thereafter, Greatbatch anticipates the transaction will be accretive to GAAP earnings per share. Forward-Looking Statements Some of the statements in this press release and other written and oral statements made from time to time by the Company and its representatives are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended, and involve a number of risks and uncertainties. These statements can be identified by terminology such as "may," "will," "should," "could," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," "potential" or "continue," or the negative of these terms or other comparable terminology. These statements are based on the Company's current expectations. The Company's actual results could differ materially from those stated or implied in such forward-looking statements. Risks and uncertainties that could cause actual results to differ materially from those stated or implied by such forward-looking statements include, among others, the following matters affecting the Company: the Company's ability to complete on a timely basis, or at all, the above mentioned acquisitions and the risks arising from assumed and unknown liabilities associated with those acquisitions, dependence upon a limited number of customers; customer ordering patterns; product obsolescence; inability to market current or future products; pricing pressure from customers; our ability to timely and successfully implement our cost reduction and plant consolidation initiatives; reliance on third party suppliers for raw materials, products and subcomponents; fluctuating operating results; inability to maintain high quality standards for our products; challenges to our intellectual property rights; product liability claims; inability to successfully consummate and integrate acquisitions; unsuccessful expansion into new markets; competition; inability to obtain licenses to key technology; regulatory changes or consolidation in the healthcare industry; and other risks and uncertainties described in the Company's Annual Report on Form 10-K and in other periodic filings with the Securities and Exchange Commission. The Company assumes no obligation to update forward-looking information in this press release whether to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results, financial conditions or prospects, or otherwise. About Greatbatch, Inc. Greatbatch, Inc. (NYSE: GB) is a leading developer and manufacturer of critical components used in medical devices for the cardiac rhythm management, neurostimulation, vascular and interventional radiology markets. Additionally, Electrochem Commercial Power, a subsidiary of Greatbatch, is a world leader in the design and manufacture of electrochemical cells, battery packs and wireless sensors for demanding applications such as oil and gas exploration, pipeline inspection, military, asset tracking, oceanography, external medical and seismic surveying. Additional information about the Company is available at www.greatbatch.com. CONTACT: Greatbatch, Inc. Anthony W. Borowicz, 716-759-5809 Treasurer and Director, Investor Relations tborowicz@greatbatch.com EX-99.2 3 a5555468ex992.txt EXHIBIT 99.2 Exhibit 99.2 Greatbatch Provides Preliminary Financial Estimates for 2008 CLARENCE, N.Y.--(BUSINESS WIRE)--November 28, 2007--Greatbatch, Inc. (NYSE: GB) recently presented at Investor Conferences in New York City where Thomas J. Hook, President and Chief Executive Officer, described the Company's expanded strategic direction, which is based on growth through Innovation, Investment and Acquisition. These presentations can be accessed on the Company's website at www.greatbatch.com. The key takeaways from the Conferences are described below: Over the past 3 years, Greatbatch has delivered strong revenue and profitability growth. Initiatives focused on key customer opportunities, and operational consolidations of multiple locations into new manufacturing facilities, have delivered growth above the rates of the underlying markets. Both medical & commercial business segments have significant opportunities for further improvement but CRM industry concentration remains a risk given the market dynamics. Greatbatch's strategic plan encompasses the continued growth in the CRM market, but also enhances these plans with aggressive investment & acquisition initiatives to diversify the company in implantable medical markets and specialty commercial power applications. Technology will remain the key focal point for each of the market opportunities. The acquisitions of Biomec, Enpath, Quan Emerteq & Precimed in medical and IntelliSensing & EAC in commercial have positioned Greatbatch more broadly within the strategic markets served. The execution of these strategic initiatives has established Greatbatch as a leader in four market verticals; CRM, Neurostimulation, Vascular, Orthopedics and Specialty Commercial Power. Innovation and investment initiatives have also contributed critical technologies to Greatbatch's product portfolio. Following this acquisition period, Greatbatch has sound financials, including continued revenue & profitability growth, strong cash flow generation and a conservative capitalization structure. 2008 will commence a period of concentrated integration activities for the various acquisitions & investments and will dovetail nicely into the current Greatbatch initiatives and leadership team. Several recognized industry leaders have joined the Greatbatch executive team following the acquisitions. The new leaders will provide Greatbatch the experience and balance to successfully grow and integrate multiple businesses. The combined Greatbatch management team is highly motivated to deliver revenue & profit growth and is enthusiastic about the future opportunities. Based on the anticipated completion of the announced acquisitions, the Company provided preliminary 2008 financial estimates, as follows: 2008 Preliminary Financial Estimates -- Sales $500 - $550 Million -- Adjusted Operating Income Margin 11% - 13% -- Adjusted EBITDA Margin 21% - 23% -- Targeting Improvements in Operating Margin of 200 Basis Points Per Year for the Next Three Years Note: Adjusted Operating and EBITDA exclude the impact of the acquisition related charges, such as in-process research development and integration costs. This financial information is a preliminary estimate based upon the closing of the recently announced Precimed acquisition in early 2008. These estimates shown are subject to change based upon the results of purchase price accounting, which will not be finalized until 2008. Additionally, these estimates exclude integration costs and anticipated synergies, which will not be fully determined until the first quarter of 2008. Forward-Looking Statements Some of the statements in this press release and other written and oral statements made from time to time by the Company and its representatives are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended, and involve a number of risks and uncertainties. These statements can be identified by terminology such as "may," "will," "should," "could," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," "potential" or "continue," or the negative of these terms or other comparable terminology. These statements are based on the Company's current expectations. The Company's actual results could differ materially from those stated or implied in such forward-looking statements. Risks and uncertainties that could cause actual results to differ materially from those stated or implied by such forward-looking statements include, among others, the following matters affecting the Company: dependence upon a limited number of customers; customer ordering patterns; product obsolescence; inability to market current or future products; pricing pressure from customers; our ability to timely and successfully implement our cost reduction and plant consolidation initiatives; reliance on third party suppliers for raw materials, products and subcomponents; fluctuating operating results; inability to maintain high quality standards for our products; challenges to our intellectual property rights; product liability claims; inability to successfully consummate and integrate acquisitions; unsuccessful expansion into new markets; competition; inability to obtain licenses to key technology; regulatory changes or consolidation in the healthcare industry; and other risks and uncertainties described in the Company's Annual Report on Form 10-K and in other periodic filings with the Securities and Exchange Commission. The Company assumes no obligation to update forward-looking information in this press release whether to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results, financial conditions or prospects, or otherwise. About Greatbatch, Inc. Greatbatch, Inc. (NYSE: GB) is a leading developer and manufacturer of critical components used in medical devices for the cardiac rhythm management, neurostimulation, vascular and interventional radiology markets. Additionally, Electrochem Commercial Power, a subsidiary of Greatbatch, is a world leader in the design and manufacture of electrochemical cells, battery packs and wireless sensors for demanding applications such as oil and gas exploration, pipeline inspection, military, asset tracking, oceanography, external medical and seismic surveying. Additional information about the Company is available at www.greatbatch.com. CONTACT: Greatbatch, Inc. Anthony W. Borowicz, 716-759-5809 Treasurer and Director, Investor Relations tborowicz@greatbatch.com -----END PRIVACY-ENHANCED MESSAGE-----