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IVC > SEC Filings for IVC > Form 8-K on 22-Jan-2013All Recent SEC Filings

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Form 8-K for INVACARE CORP


22-Jan-2013

Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Finan


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 7.01. Regulation FD Disclosure.
On January 18, 2013, the Company issued a press release announcing the completion of its sale of ISG. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.



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.

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