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

Show all filings for INVACARE CORP



Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01. Entry into a Material Definitive Agreement.

On August 7, 2013, Invacare Corporation, an Ohio corporation (the "Company"), completed the sale (the "Transaction") of all the issued and outstanding capital stock of its wholly-owned subsidiary, Champion Manufacturing Inc. ("Champion"), pursuant to a Share Purchase Agreement (the "Purchase Agreement") among the Company, Champion and Champion Equity Holdings, LLC (the "Purchaser"). Upon the closing of the Transaction, the price paid to the Company was $45,000,000 in cash, subject to certain post-closing adjustments required by the Purchase Agreement. The Company estimates net proceeds from the Transaction are approximately $43,000,000, net of taxes and expenses.
The Purchase Agreement contains customary indemnification obligations of each party with respect to breaches of their respective representations, warranties and covenants, and certain other specified matters, which are subject to certain exceptions, terms and limitations described further in the Purchase Agreement. The parties to the Transaction have made customary representations and warranties, and covenants. The representations, warranties and covenants set forth in the Purchase Agreement have been made only for the purposes of such agreement and were solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures, may have been made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the Purchase Agreement, and not to provide investors with any other factual information regarding the parties or their respective businesses, and should be read in conjunction with the disclosures in the Company's periodic reports and other filings with the Securities and Exchange Commission. At the closing of the Transaction, the parties entered into a contract manufacturing agreement pursuant to which Champion provides certain manufacturing services on a transitional basis to the Company following the Transaction. In addition, under the Purchase Agreement, the Company agreed, for a period of five years, to certain non-competition and non-solicitation obligations with respect to Champion and its customers and employees. The Purchase Agreement clarifies that it is not intended to restrict the Company's businesses other than with respect to the sale of medical recliners. Neither the Company nor any of its affiliates have had a material relationship with the Purchaser, other than in respect of the Purchase Agreement. A copy of the Purchase Agreement is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated in this Item 1.01 by reference. The foregoing description of the Purchase Agreement is a summary, does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement.
Item 7.01. Regulation FD Disclosure.

A press release announcing the Transaction was issued by the Company on August 7, 2013. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description
2.1            Share Purchase Agreement among Champion Equity Holdings, LLC,
               Invacare Corporation and Champion Manufacturing Inc., dated
               August 7, 2013. (Pursuant to Item 601(b)(2) of Regulation S-K,
               the registrant hereby agrees to supplementally furnish to the
               Securities and Exchange Commission upon request any omitted
               schedule or exhibit to the agreement.)
99.1           Press release, dated August 7, 2013

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