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) August 27, 2015
NEOGEN CORPORATION
(Exact name of registrant as specified in its charter)
| MICHIGAN | 0-17988 | 38-2367843 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 620 Lesher Place Lansing, Michigan | 48912 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code 517-372-9200
| (Former name or former address, if changed since last report.) |
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 (see General Instruction A.2. below):
| ¨ | 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)) |
| Item 2.01 | Completion of Acquisition of Disposition of Assets |
On August 27, 2015, Neogen Corporation (the “Company” or “Registrant”) issued a press release announcing that, effective that same date, it had acquired the stock of United Kingdom-based Lab M Holdings, a developer, manufacturer and supplier of microbiological culture media and diagnostic systems.
Lab M was founded in 1971, and has grown into a leading provider of microbial testing and diagnostic products for the global food, water, industrial and clinical testing markets. Revenues for the business in the preceding twelve months were approximately $7 million. Lab M is headquartered in an accredited facility in Heywood, England, near Manchester. Neogen will maintain Lab M’s current facility, and its operations will be managed by the Company’s Scotland-based Neogen Europe subsidiary.
A copy of the press release is attached as Exhibit 99.1 to this report. This Form 8-K and the attached exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not incorporated by reference into any filing of the Registrant, whether made before or after the date of this report, regardless of any general incorporation language in the filing.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| 99.1 | Press Release dated August 27, 2015 |
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.
| NEOGEN CORPORATION | ||||||
| (Registrant) | ||||||
| Date: August 27, 2015 | /s/ Steven J. Quinlan | |||||
| Steven J. Quinlan | ||||||
| Vice President & CFO | ||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
| CONTACT: | Steven J. Quinlan |
| Neogen Vice President & CFO |
| 517/372-9200 |
Neogen acquires U.K.-based Lab M Holdings
LANSING, Mich., Aug. 27, 2015 — Neogen Corporation (NASDAQ: NEOG) announced today that it has acquired the stock of United Kingdom-based Lab M Holdings, a developer, manufacturer and supplier of microbiological culture media and diagnostic systems.
Lab M was founded in 1971, and has grown into a leading provider of microbial testing and diagnostic products for the global food, water, industrial and clinical testing markets. The company currently sells into more than 70 countries worldwide, and has several large customers in the European Union, Middle East and India.
“The combination of Lab M’s quality products with our Acumedia product line will make Neogen a leading global company in the traditional microbiology market, as well as give us new tools we can incorporate into our food safety diagnostics to enhance our products,” said James Herbert, Neogen’s CEO and chairman.
Lab M is headquartered in an accredited facility in Heywood, England, near Manchester. Neogen will maintain Lab M’s current facility, and its operations will be managed by Neogen’s Scotland-based Neogen Europe subsidiary.
“Adding Lab M’s complementary products and new capabilities to ours will greatly strengthen what we can offer Neogen’s existing food safety customers, as well as expand the reach of Neogen’s existing products to Lab M’s wide-ranging customer base,” said Dr. Stephen Holmes, managing director of Neogen Europe. “Lab M’s prepared media is a new product line for us, and its patents and licenses will greatly enhance our efforts to develop new products to detect foodborne pathogens.”
Lab M’s retiring chairman Colin Goodwille welcomed the opportunity for two strong brands, Lab M and Acumedia, to combine and enhance Neogen’s global food safety business.
“I am confident that Lab M has found an excellent home with Neogen, and wish the Lab M team and its many customers and suppliers every success as part of Neogen’s expanding business,” Goodwille said.
Terms of the agreement were not disclosed.
Neogen Corporation develops and markets products dedicated to food and animal safety. The company’s Food Safety Division markets dehydrated culture media, and diagnostic test kits to detect foodborne bacteria, natural toxins, food allergens, drug residues, plant diseases and sanitation concerns. Neogen’s Animal Safety Division is a leader in the development of animal genomics along with the manufacturing and distribution of a variety of animal healthcare products, including diagnostics, pharmaceuticals, veterinary instruments, wound care and disinfectants.
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