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TRNX > SEC Filings for TRNX > Form 8-K on 28-Feb-2014All Recent SEC Filings

Show all filings for TORNIER N.V.

Form 8-K for TORNIER N.V.


Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01. Entry Into a Material Definitive Agreement.

On February 24, 2014, Tornier N.V. ("Tornier") entered into a purchase agreement (the "Underwriting Agreement") with TMG Holdings Coöperatief U.A., an affiliate of Warburg Pincus LLC and an existing shareholder of Tornier (the "Selling Shareholder"), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriter"), relating to the sale by the Selling Shareholder of 5,125,000 ordinary shares, par value €0.03 per share, of Tornier (the "Shares"), at purchase price of $18.94 per share. The offering closed on February 28, 2014. Tornier did not sell any shares in this offering or receive any proceeds from this offering.

The offering described in this current report on Form 8-K was effected under Tornier's shelf registration statement on Form S-3, which was declared effective by the Securities and Exchange Commission on April 19, 2013 (File No. 333-187817).

The Underwriting Agreement contains customary representations, warranties and agreements of Tornier and the Selling Shareholder.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this report and is incorporated by reference in this Item 1.01.

The Underwriting Agreement has been filed with this report to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about Tornier. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement. You should not rely on the representations, warranties and covenants in the Underwriting Agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                                  Description

1.1               Purchase Agreement, dated February 24, 2014, among Tornier N.V.,
                  TMG Holdings Coöperatief U.A. and Merrill Lynch, Pierce, Fenner &
                  Smith Incorporated (filed herewith)

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