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| BABY > SEC Filings for BABY > Form 8-K on 16-Sep-2009 | All Recent SEC Filings |
16-Sep-2009
Entry into a Material Definitive Agreement, Completion of Acquisition or Dispos
Execution of Agreement and Plan of Merger
On September 14, 2009 Natus Medical Incorporated ("Natus", the "Company") executed an Agreement and Plan of Merger (the "Merger Agreement") among the Company, Squaw Acquisition Corporation, and Alpine Biomed Holdings Corp. ("Alpine") providing for the Company's acquisition of all of the outstanding shares of capital stock of Alpine for a cash price of $43.2 million. The Merger Agreement includes an earn-out provision that provides for the payment of up to $3.8 million of additional cash consideration depending upon Alpine sales for calendar 2009. Alpine, a privately-held company headquartered in Fountain Valley, California, with operations in Montreal, Canada and Copenhagen, Denmark, and sales subsidiaries in France and Germany, develops, manufactures, and sells devices for the diagnosis of neurological disorders.
Financing for the transaction was provided by Natus' existing cash balances, and based on cash and short-term investments held at June 30, 2009, Natus retains cash of approximately $25 million before giving any effect to potential earn-out payments in the transaction.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the complete copy of the Merger Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
Acquisition of Alpine Biomed.
On September 14, 2009, the Company completed the acquisition of Alpine pursuant to the Merger Agreement. The description of the acquisition transaction is provided in Item 1.01 above. Direct costs associated with the acquisition cannot be reasonably determined at this time.
On September 14, 2009, the Company issued a press release announcing the entry into the Merger Agreement and other details of the acquisition, a copy of which is attached hereto as Exhibit 99.1.
(d) Exhibits. The following exhibits are filed herewith:
Exhibit No. Description
2.1 Agreement and Plan of Merger dated September 14, 2009 by and
between Natus Medical Incorporated, Squaw Acquisition Corporation,
and Alpine Biomed Holdings Corp. Disclosure schedules to the
Agreement and Plan of Merger are not being filed herein. The
Company will furnish supplementally a copy of the omitted schedules
to the Commission upon request.
99.1 Press release dated September 14, 2009 announcing the execution by
the Company of an agreement to acquire Alpine Biomed Holdings Corp
and other details of the acquisition.
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