UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 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): April 5, 2018
LeMaitre Vascular, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-33092
| Delaware | 04-2825458 | |
| (State or other jurisdiction of | (IRS Employer | |
| incorporation) | Identification No.) |
63 Second Avenue
Burlington, MA 01803
(Address of principal executive offices, including zip code)
781-221-2266
(Registrant’s telephone number, including area code)
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 ☐
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
On April 5, 2018, LeMaitre Vascular, Inc. (the “Company”) entered into an agreement (the “Asset Purchase Agreement”) with Specialty Surgical Instrumentation, Inc. for the sale of assets related to the Reddick Cholangiogram Catheter and the Reddick-Saye Screw, which are general surgery products. Specialty Surgical Instrumentation, Inc. is a wholly-owned subsidiary of Symmetry Surgical, Inc. The Company consummated the transaction and divested the assets on April 5, 2018 (the “Closing Date”) for $7.4 million in cash at closing. Assets divested included inventory, equipment and other tangible assets, intellectual property, registrations and approvals, records and certain other assets.
The Asset Purchase Agreement contains customary representations and warranties and covenants by each party. Additionally, for a period of three years following the Closing Date, the Company has agreed not to engage in certain competitive activities with respect to the business sold. Both parties are obligated, subject to certain limitations, to indemnify the other under the Asset Purchase Agreement for certain customary and other specified matters, including breaches of representations and warranties, breaches of covenants and for certain liabilities and third-party claims.
The Company also entered into a transition services agreement and a long-term balloon supply agreement with Specialty Surgical Instrumentation, Inc. in connection with the divestiture.
The foregoing description of the Asset Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of such document, which will be filed with the Company’s Quarterly on Form 10-Q for the fiscal quarter ending March 31, 2018.
Item 7.01. Regulation FD Disclosure
On April 5, 2018, the Company issued a press release announcing the matters described in Item 1.01 of this Current Report on Form 8-K. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed “filed” for any purpose.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following exhibit is being furnished with this Current Report on Form 8-K:
| Exhibit |
Document Description | |
| 99.1 | Press Release dated April 5, 2018. | |
EXHIBIT INDEX
|
Exhibit No. |
Description | |
| EX-99.1 | Press Release dated April 5, 2018. | |
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.
| LeMaitre Vascular, Inc. | ||||||||
| Date: April 5, 2018 | By: | /s/ David B. Roberts | ||||||
| David B. Roberts President | ||||||||
EXHIBIT 99.1
LeMaitre Vascular Divests General Surgery Product Lines
BURLINGTON, Mass., April 5, 2018 (GLOBE NEWSWIRE) — LeMaitre Vascular, Inc. (Nasdaq:LMAT), announced today that it has divested its general surgery product lines to Symmetry Surgical, Inc. for $7.4 million.
Included in the divestiture were the Reddick Cholangiogram Catheter and Reddick Saye-Screw, both used during laparoscopic cholecystectomy procedures. As part of the transaction, the parties entered into a two-year manufacturing transition services agreement.
Dave Roberts, LeMaitre Vascular’s President, commented, “We are pleased to divest these general surgical product lines and to rationalize our portfolio. Following this transaction, all of LeMaitre’s remaining 14 product lines are now focused on the needs of our core customer, the vascular surgeon.”
“Symmetry Surgical is excited to add the Reddick® product lines to our comprehensive laparoscopic portfolio,” said Scott Kunkel, Chief Financial Officer, Symmetry Surgical. “We look forward to partnering with LeMaitre Vascular during this transition period to provide excellent service to our customers.”
In 2017, LeMaitre’s general surgery product lines accounted for $3.3 million in revenue and $2.5 million in gross profit.
Business Outlook
LeMaitre Vascular will provide Q1 results as well as updated full year 2018 guidance on April 25, 2018.
Advisors
High Peaks Partners, LLC served as advisor to LeMaitre Vascular.
About LeMaitre Vascular
LeMaitre Vascular is a provider of devices, implants and services for the treatment of peripheral vascular disease, a condition that affects more than 200 million people worldwide. The Company develops, manufactures and markets disposable and implantable vascular devices to address the needs of its core customer, the vascular surgeon. The Company’s diversified product portfolio consists of brand name devices used in arteries and veins outside of the heart. Additional information can be found at www.lemaitre.com.
About Symmetry Surgical
Symmetry Surgical develops and delivers high-quality surgical instrumentation to healthcare providers around the world. Our portfolio of more than 20,000 products includes proven, trusted brands, and we work to bring new innovations to market that can help clinicians deliver superior patient care – from access to intervention to closure in surgical procedures. Symmetry Surgical is headquartered in Nashville, TN. For more information, please visit www.symmetrysurgical.com.
Contacts
LeMaitre Vascular, Inc.
Investor Relations
Steven Chehames
+1-781-425-1659
schehames@lemaitre.com
Symmetry Surgical, Inc.
Marketing Communications
Allison Lowery Pullen
+1-615-964-5280
Allison.pullen@symmetrysurgical.com