Haemonetics Corporation filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
$HAE
Medical/Dental Instruments
Health Care
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): December 3, 2024
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Item 8.01 Other Events.
On December 3, 2024, Haemonetics Corporation (the “Company”) announced that it has entered into a definitive agreement to sell its whole blood assets within its Blood Center business unit to GVS, S.p.A (“GVS”), a leading manufacturer of filter solutions for applications in the healthcare and life sciences sectors. Under the terms of the agreement, GVS will acquire the Company’s complete portfolio of proprietary whole blood collection, processing and filtration solutions, along with the Company’s manufacturing facility in Covina, California where certain of these products are produced, and related equipment and assets located at the Company’s manufacturing facility in Tijuana, Mexico, for $44.6 million in cash and up to $22.5 million in contingent consideration based on sales growth over the next three years and achievement of certain other milestones. Haemonetics’ Blood Center business will continue to manufacture and provide customers with its full line of apheresis solutions for automated blood collection, which include devices and disposable kits that support a variety of apheresis collections, including platelets, plasma and red cells, and ensure efficient blood center operations. The transaction is expected to close in the first quarter of calendar 2025, subject to the satisfaction of customary closing conditions.
A copy of the Company’s press release announcing the transaction is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The press release shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements about the sale of the Company’s whole blood assets within its Blood Center business unit to GVS, including, but not limited to, statements related to (i) the timing of completion of the transaction and the consummation of the transaction and (ii) the anticipated benefits to the Company arising from the transaction. Such forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon the Company’s current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties, which include, without limitation, the risks that the transaction may not be completed in a timely manner or at all and that the future sales growth and other milestones on which the contingent consideration is based will not be achieved. Investors should consult the Company's filings with the Securities and Exchange Commission (including the Company’s reports on Forms 10-K, 10-Q and 8-K) for information about additional risks and uncertainties that could cause the Company’s actual results to differ materially from these forward-looking statements. The Company undertakes no duty or obligation to update any forward-looking statements contained in this Current Report on Form 8-K as a result of new information, future events or changes in its expectations.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| Press Release issued by Haemonetics Corporation on December 3, 2024. | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HAEMONETICS CORPORATION | ||||||||||||||
| December 3, 2024 | By: | /s/ Christopher A. Simon | ||||||||||||
| Name: | Christopher A. Simon | |||||||||||||
| Title: | President and Chief Executive Officer | |||||||||||||