Item 1.01. Entry into a Material Definitive Agreement.
Foreclosure Sale Agreement
On July 2, 2009, Synovis Surgical Sales, Inc. ("Synovis"), a wholly-owned
subsidiary of Synovis Life Technologies, Inc., entered into a Foreclosure Sale
Agreement (the "Foreclosure Sale Agreement") with Comerica Bank ("Comerica"),
providing for the sale by Comerica to Synovis of certain assets of Pegasus
Biologics, Inc., a Delaware corporation ("Pegasus"). Pegasus borrowed funds from
Comerica pursuant to a loan and security agreement dated November 21, 2006, as
amended (the "Loan Agreement"), and defaulted under such agreement, giving
Comerica the right to enforce all of its remedies against Pegasus and the
collateral under the Loan Agreement. Pegasus and Comerica determined that a sale
of all or any part of the collateral was in the best interests of Pegasus and
the creditors of Pegasus, and Comerica agreed, with the consent of Pegasus, to
sell certain of the collateral under the Loan Agreement to Synovis under the
Foreclosure Sale Agreement.
Pursuant to the Foreclosure Sale Agreement, and upon the terms and subject to
the conditions thereof, Synovis will pay $12.1 million in cash to Comerica for
the assets transferred thereunder. Synovis is purchasing the assets on an "as
is," "where is" basis and without recourse, subject to the representations and
warranties in the Foreclosure Sale Agreement. Synovis expects to close the
transaction on or before July 15, 2009, after satisfying customary closing
requirements for a transaction of this sort.
The foregoing description of the Foreclosure Sale Agreement is qualified in its
entirety by reference to the complete text of the Foreclosure Sale Agreement, a
copy of which is filed as Exhibit 2.1 to this report and is incorporated into
this report by reference. The Foreclosure Sale Agreement contains
representations and warranties that the parties made to, and are solely for the
benefit of, each other. Accordingly, investors and security holders should not
rely on the representations and warranties as characterizations of the actual
state of facts, since they were made only as of the date of the Foreclosure Sale
Agreement. Moreover, information concerning the subject matter of such
representations and warranties may change after the date of the Foreclosure Sale
Agreement.
The press release announcing the execution of the Foreclosure Sale Agreement is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
2.1 Foreclosure Sale Agreement by and between Comerica Bank and Synovis
Surgical Sales, Inc., a wholly-owned subsidiary of Synovis Life
Technologies, Inc., dated as of July 2, 2009 (filed herewith)
(Schedules and Exhibits have been omitted; however copies thereof will
be furnished to the Securities and Exchange Commission upon request).
99.1 Press Release dated July 7, 2009 (filed herewith).
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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.
SYNOVIS LIFE TECHNOLOGIES, INC.
Dated: July 7, 2009 By: /s/ Brett A. Reynolds
Brett A. Reynolds
Vice President of Finance, Chief
Financial
Officer and Corporate Secretary
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SYNOVIS LIFE TECHNOLOGIES, INC.
FORM 8-K