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Subsequent Event
6 Months Ended
Sep. 30, 2022
Subsequent Events [Abstract]  
Subsequent Events

Note 18. Subsequent Events

On October 31, 2022, the Company, Johnson & Johnson (“J&J”), and Athos Merger Sub, Inc., a wholly owned subsidiary of J&J (“Merger Sub”), entered into an Agreement and Plan of Merger (the “J&J Merger Agreement”), pursuant to which, on the terms and subject to the conditions set forth in the J&J Merger Agreement, (i) Merger Sub will commence a tender offer (the “J&J Offer”) to acquire all outstanding shares of common stock of the Company (“Company Shares”) for $380.00 per share in cash, without interest and less any applicable withholding tax, and one non-tradeable contingent value right per Company Share (each, a “CVR”) which represents the right to receive contingent payments of up to $35.00 per Company Share, in cash, without interest and less any applicable withholding tax, upon achievement of certain specified milestones and (ii) following consummation of the J&J Offer, Merger Sub will merge with and into the Company (the “J&J Merger” and together with the J&J Offer and the other transactions contemplated by the J&J Merger Agreement and the CVR Agreement (as defined below), the “J&J Transaction”)), with the Company surviving the J&J Merger as a wholly owned subsidiary of J&J.

On the terms and subject to the conditions set forth in a contingent value right agreement (the “CVR Agreement”) to be entered into by J&J and a rights agent mutually agreed between J&J and the Company, each CVR will represent the right to receive the following cash payments if the following milestones are achieved: (i) $10.00 per CVR if the results from the STEMI DTU study, the PROTECT IV study or the RECOVER IV study contribute to the publication of a Class I recommendation in the clinical practice guideline recommending the use of any device in the Impella product family in high risk PCI or STEMI patients with or without cardiogenic shock within four years from their respective clinical endpoint publication dates, but in all cases no later than December 31, 2029; (ii) $7.50 per CVR if, prior to January 1, 2028, the U.S. Food and Drug Administration approves a premarket approval application or premarket approval application supplement for the use of any device in the Impella product family in patients with STEMI, or Anterior STEMI, without cardiogenic shock; and (iii) either (x) $17.50 per CVR if J&J achieves $3.7 billion aggregate worldwide net sales with respect to certain of the Company’s products during the period from the first day of J&J’s second fiscal quarter of 2027 through the last day of J&J’s first fiscal quarter of 2028 or (y) $8.75 per CVR if J&J achieves $3.7 billion aggregate worldwide net sales with respect to certain of the Company’s products in any four consecutive fiscal quarters during the period from the first day of J&J’s third fiscal quarter of 2027 through the last day of J&J’s first fiscal quarter of 2029.

The boards of directors of both the Company and J&J have unanimously approved the J&J Merger and the board of directors of the Company unanimously recommends that the Company’s stockholders tender their Company Shares in the J&J Offer. The closing of the J&J Transaction is subject to the tender of more than 50% of the Company Shares, the expiration or termination of any waiting period (and extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of certain other non-U.S. regulatory approvals, and other customary closing conditions. The companies expect the J&J Transaction to close prior to the end of the first calendar quarter of 2023.

Additional information about the J&J Merger Agreement, the J&J Offer and the J&J Merger will be set forth in the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 that will be filed with the SEC.