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ICUI > SEC Filings for ICUI > Form 8-K on 4-Sep-2009All Recent SEC Filings

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Form 8-K for ICU MEDICAL INC/DE


4-Sep-2009

Completion of Acquisition or Disposition of Assets, Financial Statements and E


Item 2.01 Completion of Acquisition or Disposition of Assets.

On August 31, 2009, ICU Medical Inc. (the "ICU Medical") completed the previously announced purchase of the commercial rights and physical assets of the critical care product line of Hospira, Inc. ("Hospira"), pursuant to that certain Asset Purchase Agreement (the "Agreement") dated as of July 8, 2009, between ICU Medical and Hospira. The material terms of the transaction, as set forth in the Agreement, were previously disclosed in ICU Medical's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 9, 2009, which is incorporated herein by reference. Hospira is ICU Medical's largest customer.

Pursuant to the terms of the Agreement, the total purchase price for the purchased assets is approximately $35 million. The purchase price was established by Hospira's determination of the net book value of the assets on the closing date, subject to certain adjustments and ICU Medical's acceptance of the determination.

On August 31, 2009, ICU Medical issued a press release announcing the completion of the asset purchase. A copy of the press release is furnished as Exhibit 99.1.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the terms of the Agreement filed as Exhibit 2.1 and incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d)                 Exhibits



† 2.1   Asset Purchase Agreement made and entered into as July 8, 2009 by and
        between ICU Medical, Inc. and Hospira, Inc.

99.1    Press release, dated August 31, 2009.



† Certain confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment. Omitted portions have been filed separately with the Securities and Exchange Commission.


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