UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 2.01. Completion of an Acquisition or Disposition of Assets
On October 3, 2022, the Company completed its previously announced acquisition of B Medical Systems S.á r.l. (“B Medical”), a leading global provider of temperature-controlled storage and transportation solutions. Pursuant to the Share Purchase Agreement, dated as of August 8, 2022 (the “Agreement”), by and among the Company, Azenta Luxembourg S.á r.l., a wholly owned subsidiary of the Company (“Azenta Luxembourg”), and B Medical Systems Holding S.A. (the “Seller”), the Company paid a total initial cash purchase price at closing of approximately €424 million, as adjusted for cash acquired and other items pursuant to the Agreement. The Seller is eligible to earn up to an additional €50,000,000 in contingent consideration based upon achievement of certain financial metrics by B Medical and its subsidiaries.
The foregoing description of the Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on August 10, 2022 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(a) Financial statements of business acquired
The Company will file the financial statements required by Item 9.01(a) of Form 8-K, with an amendment to this Current Report on Form 8-K within 71 calendar days after the date upon which this Current Report on Form 8-K must be filed.
(b) Pro forma financial information
The Company will file pro forma financial information required by Item 9.01(b) of Form 8-K, with an amendment to this Current Report on Form 8-K within 71 calendar days after the date upon which this Current Report on Form 8-K must be filed.
(d) Exhibits
EXHIBIT | DESCRIPTION |
99.1 | |
104 | Cover Page Interactive Data File (embedded within the iXBRL (Inline eXtensible Business Reporting Language) document). |
SIGNATURE
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.
AZENTA, INC. | |
/s/ Jason W. Joseph | |
Date: October 7, 2022 | Jason W. Joseph |
Senior Vice President, General Counsel and Secretary |