Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 1.93M
2: EX-10.2 Material Contract HTML 47K
3: EX-31.1 Certification -- §302 - SOA'02 HTML 31K
4: EX-31.2 Certification -- §302 - SOA'02 HTML 31K
5: EX-32.1 Certification -- §906 - SOA'02 HTML 28K
11: R1 Cover Page HTML 78K
12: R2 Condensed Consolidated Balance Sheets (Unaudited) HTML 144K
13: R3 Condensed Consolidated Balance Sheets (Unaudited) HTML 47K
(Parenthetical)
14: R4 Condensed Consolidated Statements of Income HTML 130K
(Unaudited)
15: R5 Condensed Consolidated Statements of Comprehensive HTML 56K
Income (Loss) (Unaudited)
16: R6 Condensed Consolidated Statements of Changes in HTML 112K
Stockholders' Equity (Unaudited)
17: R7 Condensed Consolidated Statements of Cash Flows HTML 128K
(Unaudited)
18: R8 Business And Basis Of Presentation HTML 42K
19: R9 Acquisition HTML 43K
20: R10 Discontinued Operations HTML 75K
21: R11 Credit Losses HTML 35K
22: R12 Inventories HTML 34K
23: R13 Property, Plant And Equipment HTML 37K
24: R14 Goodwill HTML 37K
25: R15 Accrued Expenses And Other Liabilities HTML 50K
26: R16 Hedging Transactions And Derivative Financial HTML 67K
Instruments
27: R17 Fair Value Measurements HTML 81K
28: R18 Warranty HTML 33K
29: R19 Litigation And Contingencies HTML 30K
30: R20 Debt And Credit Facilities HTML 71K
31: R21 Accumulated Other Comprehensive Loss HTML 119K
32: R22 Revenue HTML 88K
33: R23 Restructuring Activities And Related Impairments HTML 65K
34: R24 Income Taxes HTML 30K
35: R25 Earnings Per Share HTML 80K
36: R26 Segment Information HTML 68K
37: R27 Subsequent Events HTML 28K
38: R28 Business And Basis Of Presentation (Policies) HTML 38K
39: R29 Acquisition (Tables) HTML 38K
40: R30 Discontinued Operations (Tables) HTML 74K
41: R31 Credit Losses (Tables) HTML 32K
42: R32 Inventories (Tables) HTML 35K
43: R33 Property, Plant And Equipment (Tables) HTML 37K
44: R34 Goodwill (Tables) HTML 39K
45: R35 Accrued Expenses And Other Liabilities (Tables) HTML 49K
46: R36 Hedging Transactions And Derivative Financial HTML 92K
Instruments (Tables)
47: R37 Fair Value Measurements (Tables) HTML 75K
48: R38 Warranty (Tables) HTML 32K
49: R39 Debt And Credit Facilities (Tables) HTML 54K
50: R40 Accumulated Other Comprehensive Loss (Tables) HTML 118K
51: R41 Revenue (Tables) HTML 81K
52: R42 Restructuring Activities And Related Impairments HTML 66K
(Tables)
53: R43 Earnings Per Share (Tables) HTML 80K
54: R44 Segment Information (Tables) HTML 63K
55: R45 Business And Basis Of Presentation - Narrative HTML 59K
(Details)
56: R46 Acquisition - Narrative (Details) HTML 38K
57: R47 Acquisition - Fair Values of Assets Acquired and HTML 65K
Liabilities Assumed (Details)
58: R48 Discontinued Operations - Narrative (Details) HTML 40K
59: R49 Discontinued Operations - Carrying Amount of HTML 43K
Assets and Liabilities (Details)
60: R50 Discontinued Operations - Operating Results HTML 60K
(Details)
61: R51 Discontinued Operations - Significant Non-Cash HTML 35K
Operating Items and Capital Expenditures (Details)
62: R52 Credit Losses - Narrative (Details) HTML 27K
63: R53 Credit Losses - Allowance for Credit Losses HTML 37K
(Details)
64: R54 Inventories - Summary (Details) HTML 36K
65: R55 Property, Plant And Equipment (Details) HTML 43K
66: R56 Goodwill - Rollforward (Details) HTML 40K
67: R57 Accrued Expenses And Other Liabilities - Summary HTML 76K
(Details)
68: R58 Hedging Transactions And Derivative Financial HTML 38K
Instruments - Narrative (Details)
69: R59 Hedging Transactions And Derivative Financial HTML 41K
Instruments - Summary of Notional Values and
Pretax Impact in Fair Values of Net Investment
Hedges (Details)
70: R60 Hedging Transactions And Derivative Financial HTML 39K
Instruments - Derivative and Nonderivative Debt
Instruments (Details)
71: R61 Fair Value Measurements - Financial Assets and HTML 57K
Liabilities Carried at Fair Value (Details)
72: R62 Fair Value Measurements - Fair Value of Financial HTML 55K
Instruments (Details)
73: R63 Warranty - Narrative (Details) HTML 27K
74: R64 Warranty - Warranty Accrual (Details) HTML 35K
75: R65 Litigation And Contingencies - Narrative (Details) HTML 28K
76: R66 Debt And Credit Facilities - Components Of Debt HTML 55K
(Details)
77: R67 Debt And Credit Facilities - Narrative (Details) HTML 208K
78: R68 Debt And Credit Facilities - Interest Expense HTML 40K
(Details)
79: R69 Accumulated Other Comprehensive Loss - Rollforward HTML 88K
(Details)
80: R70 Revenue - Disaggregation by Revenue Type and HTML 60K
Geographical Region (Details)
81: R71 Revenue - Remaining Performance Obligations HTML 33K
(Details)
82: R72 Revenue - Narrative (Details) HTML 38K
83: R73 Restructuring Activities And Related Impairments - HTML 39K
Schedule Of Restructuring And Related Costs
(Details)
84: R74 Restructuring Activities And Related Impairments - HTML 36K
Schedule Of Restructuring And Other Related
Charges By Segment (Details)
85: R75 Restructuring Activities And Related Impairments - HTML 33K
Schedule Of Restructuring Reserve By Type Of Cost
(Details)
86: R76 Income Taxes - Narrative (Details) HTML 28K
87: R77 Earnings Per Share - Narrative (Details) HTML 34K
88: R78 Earnings Per Share - Components of Basic and HTML 94K
Diluted Earnings per Share (Details)
89: R79 Earnings Per Share - Securities Not Included in HTML 32K
the Computation of Diluted Loss Income per Share
(Details)
90: R80 Segment Information - Narrative (Details) HTML 30K
91: R81 Segment Information - Segment Results (Details) HTML 74K
92: R82 Subsequent Events (Details) HTML 31K
95: XML IDEA XML File -- Filing Summary XML 177K
93: XML XBRL Instance -- nvst-20220701_htm XML 2.72M
94: EXCEL IDEA Workbook of Financial Reports XLSX 170K
7: EX-101.CAL XBRL Calculations -- nvst-20220701_cal XML 236K
8: EX-101.DEF XBRL Definitions -- nvst-20220701_def XML 629K
9: EX-101.LAB XBRL Labels -- nvst-20220701_lab XML 1.59M
10: EX-101.PRE XBRL Presentations -- nvst-20220701_pre XML 1.02M
6: EX-101.SCH XBRL Schema -- nvst-20220701 XSD 157K
96: JSON XBRL Instance as JSON Data -- MetaLinks 445± 668K
97: ZIP XBRL Zipped Folder -- 0001757073-22-000087-xbrl Zip 446K
to the Master Sale and Purchase Agreement relating to
the assets and companies comprising the
KaVo Dental Business
KIRKLAND
& ELLIS INTERNATIONAL LLP
Second Amendment Agreement
entered into on 30 April 2022 between
(1)Envista Holdings Corporation, a corporation organized under the laws of Delaware, USA, registered with the Delaware Register (Secretary of State) under 7034624 with business address 200 S. Kraemer Blvd. Bldg. E, Brea, California92821, United
States of America
– the "Seller Parent" –
(2)planmeca Verwaltungs GmbH, a limited liability company organized under the laws of Germany, registered with the commercial register of the local court of Hamburg under HRB 160729 with business address Hermannstraße 13, 20095 Hamburg, Germany
– the "Purchaser" –
and
(3)Planmeca Oy, a stock corporation incorporated under the laws of Finland, registered with the Finnish trade register (kaupparekisteri) under business ID 0112773-2 with business address Asentajankatu 6, 00880 Helsinki, Finland
–
the "Guarantor" –
– the Seller Parent, the Purchaser and the Guarantor are hereinafter collectively referred to as the "Parties" and individually as a "Party" –
2 / 7
RECITALS
(A)WHEREAS, the Parties entered into
a certain master sale and purchase agreement relating to the assets and companies comprising the KaVo Dental Business dated 6th and 7th September 2021 (roll of deeds no. H 3751/21 of the notary public Sebastian Herrler, Munich, Germany) (the "SAPA") as amended by a first amendment agreement dated 30 December 2021 (roll of deeds no. H 5806/21 of the notary public Sebastian Herrler, Munich, Germany) (the "SAPA Amendment Agreement"). All capitalized terms used but not defined herein shall have the meaning ascribed to them in the SAPA or the SAPA Amendment Agreement, as the case may be.
(B)WHEREAS, Closing of the transactions contemplated under the SAPA has occurred on 31 December 2021, except for certain
deferred closings in the Relevant Jurisdictions (Russia, China, Brazil) as agreed in the SAPA Amendment Agreement.
(C)WHEREAS, the Asset Purchaser in Russia, Ace Dental RUS LLC ("Russian Asset Purchaser") and the Asset Seller in Russia, KaVo Dental Russland LLC ("Russian Asset Seller") are now in a position to execute the Deferred Asset Transfer Agreement for Russia.
(D)WHEREAS, while the Parties had laid out their initial intentions for the payment mechanics of the Deferred Local Closing in Section 2.2 of the SAPA Amendment Agreement, the Parties now intend to specify with respect to the Deferred Local Closing in Russia ("Russian Local Closing") (i) the allocation
of the relevant portion of the Preliminary Purchase Price to be allocated to the Entire Sold Assets in Russia and Germany and (ii) the payment procedures with regard to the Purchase Price Russia (as defined below). In addition, the Parties wish to express their common understanding relating to the settlement of certain intercompany balances existing between the Assets Sellers of the Relevant Jurisdictions on the one hand and the Sold Companies on the other hand.
NOW, THEREFORE, the Parties agree as follows:
1Assets in Russia
1.1In derogation to Sections 8.1 and 8.2.1 of the SAPA, the Parties agree that the Sold Assets in relation to Russia comprise a cash amount of RUB 90,923,735, reflecting the cash received after 1 January 2022 by the Russian Asset Seller as advance payments for products exclusively
relating to the KaVo Dental Business in Russia ("Russian Cash"), it being understood that the Russian Cash shall not be taken into account in the Closing Date Statements and the adjustments to be made to the Preliminary Purchase Price.
1.2The Seller Parent undertakes to procure that the assets listed in Exhibit 1 ("Russian Assets") will be transferred from the Russian Asset Seller to the Russian Asset Purchaser pursuant to that certain Russian Transfer Agreement in accordance with the relevant provisions of the SAPA, unless such transfer already occurred. For the avoidance of doubt, the Parties mutually agree that no liabilities - other than those listed in Exhibit 1 - will be transferred in Russia. In case the Russian
Assets are not transferred by the Russian Asset
3 / 7
Seller to the Russian Asset Purchaser, the Seller Parent shall, upon written request by the Purchaser, cause the Russian Asset Seller to take all action and measures required to transfer such assets and, if such transfer cannot be effected within four weeks after the request, the Seller Parent shall pay in cash the value (based on the amounts shown in Exhibit 1) of such assets which have not transferred to the Purchaser.
1.3The Parties acknowledge that the compensation to be paid for the transfer of the Russian Assets is provided in the Russian Transfer Agreement and that no additional payments are to be made (by either Party including the Russian
Asset Purchaser and the Russian Asset Seller) under any local agreement implementing the transfer of the Russian Assets. Therefore, the The Parties agree to cause, within ten (10) Russian business days after the Local Closing Date, the Russian Asset Seller and the Russian Asset Purchaser to amend the local assignment and assumption agreements entered into between the Russian Asset Seller and the Russian Asset Purchaser on 31 March 2022 ("Assignment Agreements") to reflect such understanding. In addition, the Assignment Agreements shall be adjusted in order to correspond to the Russian Transfer Agreement.
2Purchase Price Russia, Impact of Deferred Closing, Payment Modalities with respect to the Deferred Local Closing in Russia
2.1The Parties mutually agree that (i) a partial amount of USD 1,700,000
("Purchase Price Russia") of the Preliminary Purchase Price shall be allocated to the Sold Assets in Russia as outlined in Exhibit 2.1 of this Agreement; (ii) the portion of the Preliminary Purchase Price allocated to the Sold Assets in Germany shall be amended as set out in Exhibit 2.1, and (iii) Exhibit 2.1 shall replace Exhibit 2.2 of the SAPA Amendment Agreement in its entirety.
2.2The Parties further mutually agree that the Deferred Local Closing in Russia shall be implemented as follows:
2.2.1The Russian Asset Purchaser and the Russian Asset Seller shall enter into a local Asset Transfer Agreement ("Russian Transfer Agreement") substantially in
the form as attached hereto as Exhibit 2.2.1, pursuant to which (i) the Russian Assets shall be transferred to the Russian Asset Purchaser and (ii) the Russian Asset Purchaser shall pay to the Russian Asset Seller RUB 127,789,340 (as equivalent of USD 1,700,000 based on an exchange rate published by Bloomberg as of 31 December 2021) within fifteen (15) Business Days after the Local Closing Date.
2.2.2Within fifteen (15) Business Days after receipt of the Purchase Price Russia by the Russian Asset Seller, the Seller Parent shall pay USD 1,700,000 to the Purchaser.
2.3 For the avoidance of doubt,
2.3.1except for the implementation of the Deferred Local Closing in Russia and as specifically varied and modified by this Agreement and the SAPA
Amendment Agreement, all remaining provisions, terms and conditions of the SAPA shall not be amended by this Agreement and the SAPA Amendment Agreement and remain
4 / 7
in full force and effect, in particular, the amount of the Preliminary Purchase Price shall not be adjusted by this Agreement;
2.3.2the Closing Date Statements shall be set-up with a value for the Entire Sold Assets (i.e. including the assets in the Relevant Jurisdictions) as of 31 December 2021 and, therefore (for purposes of setting-up the Closing Date Statements and the adjustments to be made to the Preliminary Purchase Price in accordance with the SAPA (esp. according to Sections 14 and 15 of the SAPA)), the Entire Sold Assets in
the Relevant Jurisdictions shall be taken into account in the Closing Date Statements as of 31 December 2021, irrespective of whether or when the transfer actually takes place, it being understood, for the avoidance of doubt, that the Russian Cash shall not be taken into account in the Closing Date Statements and the adjustments to be made to the Preliminary Purchase Price;
2.3.3no measure taken or agreed upon in relation to the Deferred Local Closings in the Relevant Jurisdictions has any impact on the Purchase Price payable and any adjustment payments between Seller Parent and Purchaser pursuant to Sections 14 and 15 of the SAPA, provided that the Russian Cash shall neither be comprised by the Definition of Cash according to Sections 12.2.1 and 12.1.2 of the SAPA nor increase in any other interpretation the Purchase Price or the adjustment to be calculated in accordance with Sections 14 and 15.
2.4All
payments under or in connection with this Agreement shall be made by irrevocable wire transfer of immediately available funds, free of bank and other charges. Any such payment shall be deemed made only upon the irrevocable and unconditional crediting of the amount payable (without deduction of any costs or charges) to the relevant bank account.
3Local Closing Date for Russia
3.1The Parties mutually agree that the Local Closing Date regarding the Russian Sold Assets shall be the date of executing the Russian Transfer Agreement ("Russian Local Closing Date").
3.2The Seller Parent ensures that the Russian Asset Seller executes the Russian Transfer Agreement on the date hereof and the Purchaser ensures that the Russian Asset
Purchaser executes the Russian Transfer Agreement on the date hereof.
4Intragroup Balances relating to Relevant Jurisdictions
The Parties confirm their common understanding that any intercompany balances (receivables or payables) existing between the Chinese Asset Seller and/or the Brazilian Asset Seller on the one hand and any of the Sold Companies on the other hand shall be settled in cash before the respective local closing in these two Relevant Jurisdictions occurs, provided that any liability of an Asset Seller so settled (including any liability relating to the Russian Asset Seller which has already been settled in cash after the Closing Date) shall not be taken into account in the Closing Date Statements as a liability (it being understood that this proviso shall apply mutatis mutandis in case any liability
of a Sold Company to any
5 / 7
such Asset Seller is settled). If the settlement occurs after the Final Closing Date Statements have been prepared and the relevant intercompany balances have been taken into account as liabilities, then the Parties will agree on a different way to neutralize the effects of such settlements.
5Miscellaneous
5.1To the extent legally permissible, the Purchaser shall bear all transfer Taxes, stamp duties, fees, registration duties and other charges in connection with any regulatory requirements and other charges and costs payable in connection with the execution of this Agreement and the consummation of the
transactions contemplated hereby. Seller Parent and Purchaser shall each bear their own costs and expenses in connection with the preparation, conclusion and performance of this Agreement including any professional fees, charges and expenses of their respective advisors.
5.2Sections 8.4 through 8.7 of the SAPA Amendment Agreement shall apply to this Agreement mutatis mutandis.
