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Meridian Bioscience Inc – ‘8-K’ for 2/19/20

On:  Thursday, 2/20/20, at 2:51pm ET   ·   For:  2/19/20   ·   Accession #:  1193125-20-43212   ·   File #:  0-14902

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/20/20  Meridian Bioscience Inc           8-K:1,2,7,9 2/19/20   14:1M                                     Donnelley … Solutions/FA

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     45K 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML    614K 
                Liquidation or Succession                                        
 3: EX-10.1     Material Contract                                   HTML     48K 
 4: EX-10.2     Material Contract                                   HTML     44K 
 5: EX-99.1     Miscellaneous Exhibit                               HTML     20K 
12: R1          Document and Entity Information                     HTML     48K 
13: XML         IDEA XML File -- Filing Summary                      XML     13K 
14: XML         XBRL Instance -- d894550d8k_htm                      XML     14K 
10: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 7: EX-101.LAB  XBRL Labels -- vivo-20200219_lab                     XML     54K 
 8: EX-101.PRE  XBRL Presentations -- vivo-20200219_pre              XML     34K 
 6: EX-101.SCH  XBRL Schema -- vivo-20200219                         XSD     13K 
 9: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    19K 
11: ZIP         XBRL Zipped Folder -- 0001193125-20-043212-xbrl      Zip    142K 


‘8-K’   —   Current Report


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 iX: 
  8-K  
 i MERIDIAN BIOSCIENCE INC  i false  i 0000794172 0000794172 2020-02-19 2020-02-19

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM  i 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  i February 19, 2020

 

IMAGE

MERIDIAN BIOSCIENCE, INC.

(Exact Name of Registrant as Specified in Charter)

 

 i Ohio

 

 i 0-14902

 

 i 31-0888197

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 i 3471 River Hills Drive,  i Cincinnati,  i Ohio

 

 i 45244

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code  i (513)  i 271-3700

(Former Name or Former Address, if Changed Since Last Report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 i  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 i  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 i  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 i  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

 i Common Stock, no par value

 

 i VIVO

 

 i NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   i 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act  

 

 


Item 1.01. Entry into a Material Definitive Agreement.

The Merger Agreement

Effective February 19, 2020, Meridian Bioscience, Inc., an Ohio corporation (“Meridian”), APM Trust Shelf 14 Ltd., a company organized under the laws of the State of Israel and an indirect wholly owned subsidiary of Meridian (“Merger Sub”), and Exalenz Bioscience Ltd., a company organized under the laws of the State of Israel (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides, among other things and subject to its terms and conditions, that Merger Sub will merge with and into the Company, with the separate existence of Merger Sub ceasing and with the Company surviving as an indirect wholly owned subsidiary of Meridian (the “Merger”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

At the Effective Time of the Merger, each Ordinary Share, par value NIS 1.00 (One New Israeli Shekel), of the Company (the “Company Shares”) issued and outstanding immediately prior to the Effective Time (other than Company Shares canceled pursuant to the Merger Agreement) shall automatically be converted into and represent the right to receive NIS 6.10 (Six New Israeli Shekel and Ten New Israeli Agurot) in cash (the “Merger Consideration”), without interest and less applicable taxes required to be withheld. The Merger Consideration results in an aggregate purchase price of approximately US $49 million.

Pursuant to the Merger Agreement, holders of Company Options which are outstanding and unexercised immediately prior to the Effective Time, whether or not vested, will be canceled in exchange for the right to receive a lump sum cash payment (without interest) equal to the product of (i) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Company Share for such Company Option and (ii) the total number of shares underlying such Company Option, less applicable taxes required to be withheld.

The Merger is subject to the satisfaction of customary closing conditions, including (i) the approval of the Merger at the Company Shareholders Meeting by a majority of shareholders not party to the Voting Agreement (described below) and (ii) obtaining all material consents or approvals necessary in connection with the Merger.

The Merger Agreement provides for certain termination rights for both Meridian and the Company. Upon termination of the Merger Agreement under certain specified circumstances, the Company may be required to pay Meridian a termination fee of US $2 million.

The Voting Agreement

Simultaneously with the execution of the Merger Agreement, Mr. Mori Arkin (“Arkin”) has entered into a Voting Agreement with Meridian (the “Voting Agreement”), pursuant to which Arkin has agreed, among other things, to vote his respective shares of Company Shares in favor of the approval of the Merger Agreement and against any alternative proposal as further set forth in the Voting Agreement. Arkin beneficially owns approximately 75% of the outstanding Company Shares.


Amendment to Credit Agreement

In connection with the Merger Agreement, on February 19, 2020, Meridian entered into a First Amendment and Consent (the “First Amendment”) to the Credit Agreement dated May 24, 2019 by, among others, Meridian, the guarantors party thereto from time to time, the lenders party thereto from time to time, and PNC Bank, National Association (“PNC”), as administrative agent for the lenders (the “Credit Agreement”). The First Amendment amends certain provisions of the Credit Agreement to, among other things, (i) increase the Revolving Credit Commitments (as such term is defined in the Credit Agreement) by $35 million, and (ii) to make certain changes to permit the Merger and the other transactions contemplated by the Merger Agreement and obtain the Lenders’ and PNC’s consent thereto.

The foregoing descriptions of the Merger Agreement, Voting Agreement, First Amendment and the transactions contemplated thereby do not purport to be complete and are subject to and qualified in their entirety by reference to the Merger Agreement, Voting Agreement, and First Amendment, copies of which are filed herewith and incorporated herein by reference.

This summary of the Merger Agreement, Voting Agreement and First Amendment is included solely to provide investors with information regarding certain terms of the Merger Agreement, Voting Agreement and First Amendment. It is not intended to provide factual information about the parties or any of their respective subsidiaries or affiliates. Investors are cautioned that the representations, warranties and covenants included in the Merger Agreement, Voting Agreement and First Amendment were made by the parties thereto to each other. These representations, warranties and covenants were made as of specific dates and only for purposes of the Merger Agreement, Voting Agreement or First Amendment, as applicable, and are subject to important exceptions and limitations, including contractual standards of materiality that may be different from that generally relevant to investors and are qualified by information disclosed in confidential disclosure schedules that the parties exchanged in connection with the execution of the Merger Agreement. In addition, the representations and warranties may have been included in the Merger Agreement, Voting Agreement or First Amendment for the purpose of allocating risk between Meridian and the parties thereto rather than to establish matters as facts. The representations and warranties contained in the Merger Agreement, Voting Agreement or First Amendment are solely for the benefit of the parties to the Merger Agreement, Voting Agreement, or First Amendment, as applicable. Investors are not third-party beneficiaries under the Merger Agreement, Voting Agreement or First Amendment and in reviewing the representations, warranties and covenants contained in the Merger Agreement, Voting Agreement, First Amendment or any descriptions thereof in this summary, it is important to bear in mind that such representations, warranties and covenants or any descriptions were not intended by the parties to the Merger Agreement, Voting Agreement or First Amendment to be characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, Voting Agreement or First Amendment, which subsequent information may or may not be fully


reflected in Meridian’s public disclosures. For the foregoing reasons, the representations, warranties and covenants or any descriptions of those provisions should not be read alone and should instead be read in conjunction with the other information contained in the reports, statements and filings that Meridian publicly files with the SEC.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained under “Amendment to Credit Agreement” in Item 1.01 above is hereby incorporated by reference in its entirety into this Item 2.03.

Item 7.01. Regulation FD Disclosure.

On February 19, 2020, Meridian issued a press release announcing the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information contained in Item 7.01 to this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing by Meridian under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in any such filing, except as shall be expressly set forth by specific reference in such filing.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this communication regarding the proposed acquisition of the business of Exalenz Bioscience Ltd. by Meridian, including any statements regarding the synergies, benefits and opportunities of the transaction, future opportunities for the combined company, including its strategies, products and technologies, future financial performance and any other statements regarding Meridian’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are “forward-looking” statements made within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “probable,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “would,” “potential,” “may,” “might,” “anticipate,” “likely,” “plan,” “positioned,” “strategy,” and similar expressions, and the negative versions thereof, are intended to identify forward-looking statements.

Forward-looking statements speak only as of the date they are made. Forward-looking statements are based on Meridian’s experience and perception of current conditions, trends, expected future developments and other factors it believes are appropriate under the circumstances and are subject to numerous risks and uncertainties, many of which are beyond Meridian’s control. Such risks and uncertainties could cause actual results to differ materially from the results expressed or implied by the statements. These risks and uncertainties include, but are not limited to: the parties’ ability to satisfy the terms and conditions of the merger agreement; the diversion of management time on transaction-related issues; Meridian’s ability to successfully integrate the


businesses, operations and technology of Exalenz Bioscience Ltd.; risk of failure of the acquisition to achieve its plans and objectives generally; risk that the transaction and its announcement could have an adverse effect on the parties’ ability to retain customers and retain and hire key personnel; the risk that any potential synergies or cost savings from the transaction may not be fully realized or may take longer to realize than expected; and risks inherent in funding, developing and obtaining regulatory approvals of new, commercially-viable and competitive products. In addition, forward-looking statements may also be adversely affected by general market factors, competitive product development, product availability, federal and state regulations, legislation, and other regulatory actions and initiatives, the regulatory process for new products and indications, manufacturing issues that may arise, stock price volatility, fluctuations in exchange rates for future sales denominated in foreign currency, patent positions and litigation, among other factors. The forward-looking statements contained in this communication may become outdated over time. Meridian does not assume any responsibility for updating any forward-looking statements. Additional information concerning these and other factors can be found in Meridian’s filings with the SEC and available through the SEC’s Electronic Data Gathering and Analysis Retrieval system at www.sec.gov, including Meridian’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The foregoing list of important factors is not exclusive. Meridian assumes no obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as may be required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

 

  2.1

   

Agreement and Plan of Merger, dated as of February 19, 2020, by and among Meridian Bioscience, Inc., APM Trust Shelf 14 Ltd. and Exalenz Bioscience Ltd.

         
 

10.1

   

Voting Agreement, dated as of February 19, 2020, by and between Mori Arkin and Meridian Bioscience, Inc.

         
 

10.2

   

First Amendment and Consent, dated as of February 19, 2020, by and among Meridian Bioscience, Inc., the guarantors party thereto from time to time, the lenders party thereto from time to time and PNC Bank, National Association, as administrative agent for the lenders

         
 

99.1

   

Press Release dated February 19, 2020

         
 

104

   

Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

MERIDIAN BIOSCIENCE, INC.

             

Date: February 20, 2020

 

 

By:

 

/s/ Bryan T. Baldasare

 

 

 

Executive Vice President and Chief Financial Officer

 

 

 

(Principal Financial and Accounting Officer)


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on:2/20/20
For Period end:2/19/20
5/24/198-K
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1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/23/20  Meridian Bioscience Inc.          10-K        9/30/20   88:13M                                    Donnelley … Solutions/FA
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