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): August 14, 2014
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 incorporation) |
(IRS Employer 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)) |
| Item 1.01. | Entry into a Material Definitive Agreement |
On August 14, 2014, LeMaitre Vascular, Inc. (the “Company”) and LeMaitre Vascular Pty Ltd, a subsidiary of the Company, entered into an agreement for the acquisition of 100% of the outstanding shares of Xenotis Pty Ltd (“Xenotis”). Xenotis is the parent company of Bio Nova International, the producer and marketer of the Omniflow II vascular graft for lower extremity bypass and AV access. The parties consummated the acquisition on the same date. The consideration paid to the selling shareholders of Xenotis consists of: (i) AUD$5,500,000 paid at closing and (ii) AUD$1,500,000 payable following the first anniversary of the closing date. Additionally, there is a mechanism for a purchase price adjustment based on the net tangible assets of Xenotis at closing.
The agreement contains customary representations and warranties and covenants of the selling shareholders. Additionally, for a period of five years following the closing date, the selling shareholders have agreed not to engage in certain competitive activities with respect to the business sold. The selling shareholders are obligated, subject to certain limitations, to indemnify the Company for certain customary and other specified matters, including breaches of representations, warranties and covenants and for certain liabilities.
The foregoing description of the 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 Report on Form 10-Q for the quarter ending September 30, 2014.
| Item 7.01. | Regulation FD Disclosure |
On August 18, 2014, 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 August 18, 2014. | |
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: August 19, 2014 | By: | /s/ David B. Roberts | ||||
| David B. Roberts | ||||||
| President | ||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| EX-99.1 | Press Release dated August 18, 2014 | |
Exhibit 99.1
[LeMaitre Letterhead]
For information contact:
David B. Roberts
President
LeMaitre Vascular, Inc.
781-425-1693
droberts@lemaitre.com
LeMaitre Acquires Omniflow II Biologic Graft
BURLINGTON, MA, August 18, 2014 — LeMaitre Vascular, Inc. (NASDAQ: LMAT) acquired Xenotis, the manufacturer and marketer of the Omniflow II biological graft for peripheral bypass and dialysis access, on August 14th. Total consideration for 100% of Xenotis’ shares was $7.7 million, consisting of $5.1 million at the closing, $1.4 million due August 13, 2015 and assumed bank debt of $1.2 million. In its fiscal year ended June 30, 2014, Xenotis broke even on sales of $2.3 million, or approximately $3.4 million if sold through LeMaitre’s sales channel.
Dave Roberts, LeMaitre’s President, noted “The Omniflow II vascular graft is a natural companion to XenoSure, our bovine vascular patch. It has a proven track record with approximately 20,000 implants since 1990. This product should benefit from our vascular-only sales channel, particularly in Europe where Xenotis has used independent distributors. We believe vascular surgeons have begun to associate biological implants with reduced infection, and that there is limited competition in biological grafts outside the US. This transaction follows our strategy of acquiring under-marketed devices and bringing them to more vascular surgeons through our global sales force.”
Xenotis sold 95% of its products through distributors in its fiscal 2014 and owns regulatory approvals in Europe, Australia, New Zealand, Canada, Brazil and several other international markets. Xenotis manufactures Omniflow II in its own facility in North Melbourne, Victoria, Australia and has 10 full-time employees. LeMaitre acquired the Xenotis building with an appraised value of $1.9mm as part of this $7.7mm transaction.
All figures are in $US and based on an exchange rate of A$1.00 = US$0.929.
Business Outlook
Guidance on how this acquisition may affect LeMaitre Vascular’s 2014 revenue and operating income will be provided at the Company’s Q3 2014 earnings call.
About LeMaitre Vascular
LeMaitre Vascular is a provider of devices for the treatment of peripheral vascular disease, a condition that affects more than 20 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.
LeMaitre, XenoSure, Omniflow and the LeMaitre Vascular logo are registered trademarks of LeMaitre Vascular, Inc. This press release contains other trademarks and trade names of the Company.
For more information about the Company, please visit http://www.lemaitre.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Statements in this press release regarding the Company’s business that are not historical facts may be “forward-looking statements” that involve risks and uncertainties. Forward-looking statements are based on management’s current, preliminary expectations and are subject to risks and uncertainties that could cause actual results to differ from the results predicted. These risks and uncertainties include, but are not limited to, the risk that the Company may not realize the anticipated benefits of its strategic activities and other risks and uncertainties included under the heading “Risk Factors” in its most recent Annual Report on Form 10-K, as updated by its subsequent filings with the SEC, all of which are available on the Company’s investor relations website at http://www.lemaitre.com and on the SEC’s website at http://www.sec.gov. Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update publicly any forward-looking statements to reflect new information, events, or circumstances after the date they were made, or to reflect the occurrence of unanticipated events.
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