SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Completion of Acquisition or Disposition of Assets.
On January 3, 2024, Enovis Corporation (the “Company” or “Enovis”) completed its previously announced acquisition of LimaCorporate S.p.A. (“Lima”) from Emil Holding II S.à r.l (“Seller”). Pursuant to the terms of a Share Purchase Agreement (the “Purchase Agreement”) with the Seller, the Company acquired all of the issued and outstanding share capital of Lima from the Seller for (i) cash consideration of approximately €726.8 million, which included the repayment of certain Lima indebtedness, transfer taxes and notarial fees, and (ii) 1,942,686 shares of Enovis common stock, par value $0.001 per share (the “Shares”), which the parties valued at €100 million based on the thirty-day volume weighted average price of the Company’s common stock as of the close of business on September 21, 2023, and which are expected to be issued within eighteen months following the closing. The Company has granted Seller customary registration rights with respect to such Shares.
The Company financed the acquisition of Lima with proceeds from the committed term loan facility under its existing credit agreement and its previously completed offering of 3.875% convertible senior notes due 2028.
Regulation FD Disclosure.
On January 3, 2024, the Company issued a press release announcing the completion of the acquisition of Lima, a copy of which is furnished as Exhibit 99.1 hereto and incorporated herein by reference. The information contained in Exhibit 99.1 shall not be deemed “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 that section, and shall not be incorporated by reference into any filing made by Enovis Corporation under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference in such filing.
Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements required by this item are not being filed herewith. They will be filed with the Securities and Exchange Commission by amendment as soon as practicable, but not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by this item is not being filed herewith. It will be filed with the Securities and Exchange Commission by amendment as soon as practicable, but no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
|Press Release dated January 3, 2024.
|Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
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.
|Date: January 3, 2024
|Name: Bradley J. Tandy
|Title: Senior Vice President and Chief Legal Officer
Enovis Completes Acquisition of LimaCorporate S.p.A
WILMINGTON, DE, January 3, 2024 (GLOBE NEWSWIRE)Enovis Corporation (NYSE: ENOV, Enovis or the Company) an innovation-driven, medical technology growth company, today announced that it closed the acquisition of LimaCorporate S.p.A. (Lima), a privately held global orthopedic leader focused on restoring motion through an innovative portfolio of implant solutions.
Lima strengthens Enovis position in the global orthopedic reconstruction market with a complementary portfolio of proven surgical solutions and technologies, which will accelerate global growth and margin expansion. In addition, Limas portfolio includes 3D printed Trabecular Titanium implants and a comprehensive revision offering in shoulders, which will further strengthen the Companys position in the fast-growing extremities market.
We are excited to welcome Limas talented team to Enovis. The combination brings Enovis recon segment to $1 billion in revenues and creates a fast-growing innovator in the global orthopedic reconstruction market. This is another great example of how we use strategic acquisitions to accelerate our growth, add great technologies and talent to our company, and drive compounding value for our shareholders, said Matt Trerotola, Chair, and Chief Executive Officer of Enovis.
About Enovis Corporation
Enovis Corporation (NYSE: ENOV) is an innovation-driven medical technology growth company dedicated to developing clinically differentiated solutions that generate measurably better patient outcomes and transform workflows. Powered by a culture of continuous improvement, global talent, and innovation, the Companys extensive range of products, services, and integrated technologies fuels active lifestyles in orthopedics and beyond. The Companys shares of common stock are listed in the United States on the New York Stock Exchange under the symbol ENOV. For additional information about Enovis, please visit www.enovis.com.
This press release includes forward-looking statements, including forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements regarding the Companys plans, objectives, expectations and intentions and other statements that are not historical or current fact. Forward-looking statements are based on the Companys current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause the Companys results to differ materially from current expectations include, but are not limited to, risks and uncertainties regarding the Companys and Limas respective businesses, and actual results may differ materially. These risks and uncertainties include, but are not limited to, the effects of the acquisition on the Companys and Limas operations, including on the combined companys future financial condition and performance, operating results, strategy and plans, including anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, losses, future prospects, and business and management strategies for the management, expansion and growth of the new combined companys operations; the potential impact of
the consummation of the acquisition on relationships with customers, suppliers and other third parties; and the other factors detailed in the Companys reports filed with the U.S. Securities and Exchange Commission (the SEC), including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q under the caption Risk Factors, as well as the other risks discussed in the Companys filings with the SEC. In addition, these statements are based on assumptions that are subject to change. This press release speaks only as of the date hereof. The Company disclaims any duty to update the information herein.
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