Item 2.01. Completion of Acquisition or Disposition of Assets.
On January 24, 2020 (the "Closing Date"), Anika Therapeutics, Inc. (the
"Company") completed the acquisition of Parcus Medical, LLC, a Wisconsin limited
liability company ("Parcus") pursuant to the terms of the Agreement and Plan of
Merger, dated as of January 4, 2020 (the "Parcus Merger Agreement"), by and
among the Company, Parcus, Sunshine Merger Sub LLC, a Wisconsin limited
liability company and a wholly-owned subsidiary of the Company ("Parcus Merger
Sub") and Philip Mundy, an individual, solely in his capacity as the
representative, agent and attorney-in-fact of the Equityholders (as defined in
the Parcus Merger Agreement).
At the closing of the merger of Parcus Merger Sub with and into Parcus, with
Parcus continuing as the surviving company and a wholly-owned subsidiary of the
Company (the "Parcus Merger") (the "Effective Time"), the Company paid Parcus
$35,000,000 in cash, subject to adjustments for cash, indebtedness, working
capital and transaction expenses of Parcus as of the Effective Time. The Parcus
Merger Agreement also provides for certain potential earn-out payments of up to
an aggregate amount of $60,000,000 if certain financial targets are achieved in
2020, 2021 and 2022, payable in cash.
The foregoing description of the Merger Agreement and the transactions
contemplated thereby is qualified in its entirety by reference to the full text
of the Merger Agreement, which was attached as Exhibit 2.2 to the Company's
Current Report on Form 8-K filed with the Securities and Exchange Commission
(the "SEC") on January 7, 2020 and is incorporated by reference herein.
This Current Report includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, as amended, concerning, but not limited to, the
acquisition of Parcus and the effects of the Parcus Merger. The SEC encourages
companies to disclose forward-looking statements so that investors can better
understand a company's future prospects and make informed investment decisions.
Forward-looking statements are subject to risks and uncertainties, many of which
are outside our control, which could cause actual results to differ materially
from these statements. Therefore, you should not rely on any of these
forward-looking statements. Forward-looking statements can be identified by such
words as "will," "likely," "may," "believe," "expect," "anticipate," "intend,"
"seek," "designed," "develop," "would," "future," "can," "could," and other
expressions that are predictions of or indicate future events and trends and
that do not relate to historical matters. All statements other than statements
of historical facts included in this Current Report regarding our strategies,
prospects, financial condition, operations, costs, plans, and objectives are
forward-looking statements. Factors that could cause or contribute to changes in
such forward-looking statements include, but are not limited to (i) failure to
realize the anticipated benefits of the acquisitions, (ii) unexpected
expenditures or assumed liabilities that may be incurred as a result of the
acquisitions, (iii) loss of key employees or customers following the
acquisitions, (iv) unanticipated difficulties in conforming business practices,
including accounting policies, procedures, internal controls, and financial
records of Parcus with the Company, (v) inability to accurately forecast the
performance of Parcus resulting in unforeseen adverse effects on the Company's
operating results, (vi) failure to satisfy the conditions to the completion of
the acquisitions on the anticipated schedule, or at all, and (vii) synergies
between Parcus and the Company being estimates which may be materially different
from actual results.
Please refer to the factors set forth under the heading "Risk Factors" in the
Company's Annual Report on Form 10-K for the year ended December 31, 2018, filed
with the SEC, as may be amended or supplemented in subsequently filed Quarterly
Reports on Form 10-Q for important factors that we believe could cause actual
results to differ materially from those in our forward-looking statements. Any
forward-looking statement made by us in this Current Report is based only on
information currently available to us and speaks only as of the date on which it
is made. We undertake no obligation to publicly update any forward-looking
statement, whether written or oral, that may be made from time to time, whether
as a result of new information, future developments, or otherwise.
Item 8.01. Other Events.
On January 24, 2020, the Company issued a press release announcing the
completion of the Parcus Merger. The full text of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in Item 8.01 of this report, including Exhibit 99.1,
shall not be incorporated by reference into any filing of the registrant,
whether made before, on or after the date hereof, regardless of any general
incorporation language in such filing, unless expressly incorporated by specific
reference to such filing. The information contained in Item 8.01 of this Current
Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liabilities of that section.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The Company intends to file any financial statements required by Item 9.01(a) as
part of an amendment to this Current Report on Form 8-K no later than 71
calendar days after the required filing date for this Current Report on Form
8-K.
(b) Pro Forma Financial Information.
The Company intends to file any financial statements required by Item 9.01(b) as
part of an amendment to this Current Report on Form 8-K no later than 71
calendar days after the required filing date for this Current Report on Form
8-K.
(d) Exhibits.
Exhibit
Number Description
2.2 Agreement and Plan of Merger, dated January 4, 2020, by and
between Anika Therapeutics, Inc., Parcus Medical, LLC, Sunshine
Merger Sub, LLC and Philip Mundy (filed as Exhibit 2.2 to the
Registrant's Current Report on Form 8-K filed on January 7, 2020,
and incorporated herein by reference).
99.1 Press Release dated January 24, 2020
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