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) April 27, 2016
NEOGEN CORPORATION
(Exact name of registrant as specified in its charter)
| MICHIGAN | 0-17988 | 38-2367843 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | 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 April 27, 2016, Neogen Corporation (“Company”) issued a press release announcing that, effective that same date, it had acquired Brazil-based Deoxi Biotecnologia Ltda (Deoxi) — a leading animal genomics laboratory in the country with the most cattle in the world.
The acquisition of Deoxi is intended to help accelerate the growth of Neogen’s GeneSeek animal genomics in Brazil, which is home to more than 200 million cattle (as a comparison, the United States is home to approximately 90 million cattle). Deoxi was founded in 2008, and was a competitor of Neogen’s in the livestock genomics market. The Deoxi laboratory will remain in Araçatuba, in Sao Paulo state, and offers the Company’s customers the benefits of dealing directly with a Brazilian location.
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 April 27, 2016 | |
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: April 29, 2016 | ||||||
| /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 Brazilian animal genomics company
LANSING, Mich., April 27, 2016 — Neogen Corporation (NASDAQ: NEOG) announced today that it has acquired Brazil-based Deoxi Biotecnologia Ltda (Deoxi) — a leading animal genomics laboratory in the country with the most cattle in the world.
The acquisition of Deoxi is intended to help accelerate the growth of Neogen’s GeneSeek animal genomics in Brazil, which is home to more than 200 million cattle (as a comparison, the United States is home to approximately 90 million cattle). Deoxi was founded in 2008, and was a competitor of Neogen’s in the livestock genomics market.
“Deoxi has excellent facilities, and an excellent reputation with its customers, which include research institutions, universities, and animal breeding companies. Deoxi’s management and staff will remain with the company, and will continue their work to help Neogen grow the Brazilian genomics business,” said James Herbert, Neogen’s CEO and chairman. “Adding Deoxi’s complementary expertise and customer base strengthens our animal genomic capabilities and presence. The Deoxi laboratory in Araçatuba will provide our Brazilian customers the same access to the best animal genomics technology as our U.S. customers, and also offers all the benefits of dealing directly with a Brazilian location. Until now, samples from Brazil have been shipped to our genomic laboratory in Lincoln, Nebraska.
“And, Brazil is a critically important country for an animal genomics company to be in,” Herbert continued. “Brazil has the most cattle, is only behind the United States in the production of beef, and is a leading producer of pork and chicken.”
With both state-of-the-art animal genetic facilities and comprehensive bioinformatics to interpret genetic test results, Neogen offers animal owners unparalleled identity and trait determination and analysis. For example, Neogen can provide a cattle producer with DNA test results that can predict that animal’s performance in the herd on such traits as the ability to gain weight, pregnancy rate, calving ease, and susceptibility to disease. Neogen provides veterinary genomic solutions for cattle, both beef and dairy, swine, sheep, dogs, and poultry.
The company’s Neogen do Brasil subsidiary was established in 2009, and has recorded double-digit growth in both its food safety and animal safety revenues.
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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