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
NOVEMBER 7, 2017
Date of Report (Date of earliest event reported)
MESA LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
COLORADO |
0-11740 (Commission File Number) |
84-0872291 |
12100 WEST SIXTH AVENUE, LAKEWOOD, COLORADO |
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80228 |
Registrant’s telephone number, including area code: (303) 987-8000
Not Applicable
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 8.01 OTHER EVENTS
On November 7, 2017, Mesa Laboratories, Inc. (the “Company”) entered into an agreement with BAG Health Care GmbH (“BAG”), to acquire substantially all of the assets and certain liabilities of BAG’s Hygiene Monitoring business. The Hygiene Monitoring business is comprised of the distribution of biological, cleaning and chemical indicators.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) |
Exhibits: |
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.
DATE: November 8, 2017 |
Mesa Laboratories, Inc.
(Registrant)
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/s/ Gary M. Owens |
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BY: |
Gary M. Owens, |
Exhibit 99.1
Mesa Labs Acquires Sterilization and Disinfection Process Control Business
Lakewood, Colorado, November 8, 2017 – Mesa Laboratories, Inc. (NASDAQ:MLAB) (we, us, our, “Mesa” or the “Company”) today announced the acquisition of substantially all of the assets and certain liabilities of BAG Health Care GmbH’s (“BAG”) Hygiene Monitoring business.
Mesa purchased only the Hygiene Monitoring business from BAG and as a result, the sale and service of their other business divisions will continue as normal and are not affected in any way by the acquisition of the Hygiene Monitoring business.
The Hygiene Monitoring business markets, distributes and services biological, cleaning and chemical indicators, as well as a range of infection prevention products sold into the same Central Sterile Supply customers. The business will be integrated into Mesa’s Sterilization and Disinfection Control Division, further deepening Mesa’s presence in Germany and Eastern Europe. The acquisition is expected to increase division revenues by approximately seven percent and to be accretive to our diluted net income per share in the first twelve months following the acquisition.
Biological, chemical and cleaning indicators are used to assess the effectiveness of sterilization and disinfection processes, including steam, gas, hydrogen peroxide, ethylene oxide and radiation sterilization as well as washer-disinfectors and ultrasonic cleaners. These processes are concentrated in the hospital, dental, medical device and pharmaceutical industries.
“The integration of the BAG Health Care Hygiene Monitoring business into Mesa’s Sterilization and Disinfection Control Division adds deep customer relationships in the German and Eastern European markets where BAG has a well-deserved reputation for providing high quality products and deep customer and technical support. We look forward to enhancing our direct commercial presence in Europe, expanding our participation in the hospital segment and serving new applications in sterilization and disinfection control” stated Gary Owens, President and CEO of Mesa Laboratories.
“BAG has been a leader in the German sterilization and hospital markets for more than 30 years”, said Nicolas Sachsenberg, M.D., CEO of BAG Health Care. “We are excited to find a partner in Mesa that not only can continue to provide high quality products and services to our customers, but also offer growth opportunities to the Hygiene Monitoring division employees joining the Mesa team.”
About Mesa Laboratories, Inc.
Mesa is a global technology innovator committed to solving some of the most critical quality control and analytical challenges in the pharmaceutical, healthcare, industrial safety, environmental and food & beverage industries. Mesa offers products and services through four divisions (Sterilization and Disinfection Control, Instruments, Cold Chain Monitoring and Cold Chain Packaging) which help its customers ensure product integrity, increase patient and worker safety, and design innovative solutions that improve the quality of life throughout the world.
Forward Looking Statements
This press release may contain information that constitutes "forward-looking statements." Generally, the words "believe," “estimate,” "expect," "project," “anticipate,” “intend,” "will" and similar expressions identify forward-looking statements, which generally are not historical in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to revenue growth and statements expressing general views about future operating results — are forward-looking statements. Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and present expectations or projections. These risks and uncertainties include, but are not limited to, those described in our Annual Report on Form 10-K for the year ended March 31, 2017, and those described from time to time in our subsequent reports filed with the Securities and Exchange Commission.
CONTACT: Gary Owens.; President and CEO, or John Sakys; CFO, both of Mesa Laboratories, Inc., +1-303-987-8000
For more information about the Company, please visit its website at www.mesalabs.com