Item 2.01. Completion of Acquisition or Disposition of Assets.
On January 18, 2013, Invacare Corporation (the "Company") completed the sale
(the "Transaction") of all of the issued and outstanding capital stock of
Invacare Supply Group, Inc. ("ISG") to AssuraMed, Inc. (the "Purchaser"). The
Transaction was completed pursuant to the Share Purchase Agreement, dated
December 21, 2012, among the Company, ISG and the Purchaser (the "Purchase
Agreement").
Upon the closing of the Transaction, the net purchase price paid to the Company
was approximately $150.8 million in cash following the application of certain
closing adjustments required by the Purchase Agreement. The Company estimates
net proceeds from the Transaction of approximately $146.6 million, net of
expenses.
At the closing of the Transaction, the parties entered into a supply agreement
and a transition services agreement to provide certain transitional services
with respect to the ISG business following the Transaction. In addition, at
closing, the parties entered into a Non-Competition, Non-Solicitation and
Confidentiality Agreement (the "Non-Compete Agreement") pursuant to which the
Company agreed, for a period of five years (i) not to compete in the sale,
marketing or distribution of products intended for certain defined disease or
therapeutic markets that would compete with the ISG business, subject to certain
enumerated exceptions for the businesses currently conducted by the Company, and
(ii) not to solicit customers or employees of ISG (or any of its direct or
indirect parent or subsidiary entities, including the Purchaser) away from it.
The Non-Compete agreement clarifies that the Company can continue to solicit,
market and sell to ISG's customers and other customers, the Company's enumerated
non-restricted products subject to limitations on the Company's growth of
direct-to-customer sales of certain disposable products.
Neither the Company nor any of its affiliates have had a material relationship
with the Purchaser, other than in respect of the Purchase Agreement.
The foregoing summary is qualified in its entirety by reference to the full text
of the Purchase Agreement, which is attached as Exhibit 10.1 to the Company's
Current Report on Form 8-K filed with the Securities and Exchange Commission on
December 21, 2012 and incorporated herein by reference.
The unaudited pro forma condensed combined financial information of the Company
giving effect to the Transaction, together with the related notes thereto, is
attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
Unaudited pro forma condensed combined financial information of the Company
required by Article 11 of Regulation S-X is attached hereto as Exhibit 99.1 and
is incorporated by reference herein.
(d) Exhibits.
Exhibit Number Description of Exhibit
99.1 Unaudited pro forma condensed combined financial information.
99.2 Press Release, dated January 18, 2013.