HILL-ROM HOLDINGS, INC. Item 1.01. Entry into a Material Definitive Agreement.
On
The Board of Directors of the Company (the "Board") has unanimously adopted the Merger Agreement and declared advisable the transactions contemplated by the Merger Agreement, including the Merger, and has determined that the Merger Agreement and the transactions contemplated thereby are fair to, and in the best interests of, the Company and the holders of Company Common Stock. The closing of the Merger is subject to the approval of the Merger Agreement by the affirmative vote of the holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote (the "Company Shareholder Approval"). The closing of the Merger is also subject to various customary conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; the receipt of other specified regulatory approvals; the absence of any newly enacted law or order prohibiting the Merger; the accuracy of the representations and warranties contained in the Merger Agreement (generally subject to a material adverse effect qualification); compliance in all material respects with the covenants and agreements in the Merger Agreement; the required regulatory approvals having been obtained without conditions that impose a Burdensome Condition (as defined below); and absence of a Material Adverse Effect (as defined in the Merger Agreement) on the Company since the date of the Merger Agreement.
The Merger Agreement provides that Baxter and the Company are required to use reasonable best efforts to obtain antitrust and other required regulatory approvals in order to consummate the transactions contemplated by the Merger Agreement, which may include, among other things, (i) agreeing to divestitures, (ii) modifying contractual or commercial relationships and (iii) taking other actions that may change the conduct of Baxter's or the Company's business; however, Baxter is not required to take any action that would reasonably be expected to have a material adverse effect on the Company and its subsidiaries (taken as a whole), or on Baxter and its subsidiaries (including the Company and its subsidiaries) (taken as a whole) (assuming for purposes of such analysis that Baxter and its subsidiaries were the same size as the Company and its subsidiaries) (a "Burdensome Condition").
The Company has made customary representations, warranties and covenants in the Merger Agreement, including, among others, and subject to certain exceptions, covenants (a) to use reasonable best efforts to conduct its business in all material respects in the ordinary course during the period between the execution of the Merger Agreement and the closing of the Merger, (b) not to engage in specified types of actions during this period, (c) to convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval and (d) not to solicit or negotiate alternative proposals or modify in a manner adverse to Baxter or Merger Sub the recommendation of the Board that the Company's shareholders approve the adoption of the Merger Agreement.
The Merger Agreement contains certain termination rights, including that either
party may terminate the Merger Agreement if, subject to certain limitations, the
Merger has not closed by
The Merger Agreement provides that, upon termination of the Merger Agreement by
the Company or Baxter under specified circumstances (including termination by
the Company to accept a Superior Proposal), a termination fee of
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The Merger Agreement also provides that a reverse termination fee of
The Merger Agreement also provides that either party may seek to compel the other party to specifically perform its obligations under the Merger Agreement.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific date therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, . . .
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Item 8.01. Other Events.
On
Also on
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
2.1 Agreement and Plan of Merger, entered into by and among Hill-Rom
Holdings, Inc. , Baxter International Inc., and Bel Air Subsidiary,
Inc. , dated as of September 1, 2021
99.1 The Press Release
99.2 The Investor Presentation
104.1 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
Additional Information About the Merger and Where to Find It
This communication relates to the proposed transaction involving Hillrom. This
communication is not intended to and does not constitute an offer to sell or the
solicitation of an offer to subscribe for or buy or an invitation to purchase or
subscribe for any securities or the solicitation of any vote or approval in any
jurisdiction, nor shall there be any sale, issuance or transfer of securities in
any jurisdiction in contravention of applicable law. In connection with the
proposed transaction, Hillrom will file relevant materials with the
Participants in the Solicitation
Hillrom and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the holders of Hillrom's common
stock in respect of the proposed transaction. Information about the directors
and executive officers of Hillrom and their ownership of Hillrom's common stock
is set forth in the definitive proxy statement for Hillrom's 2021 Annual Meeting
of Stockholders, which was filed with the
Disclosure Regarding Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, as amended. Statements
concerning general economic conditions, our financial condition, results of
operations, cash flows and business and our expectations or beliefs concerning
future events, including the demand for our products, the ability to operate our
manufacturing sites at full capacity, future supplies of raw materials for our
operations, product launches, share repurchases, international market
conditions, expectations regarding our liquidity, our capital spending, plans
for future acquisitions and divestitures, and our operating plans; and any
statements using phases such as we or our management "expects," "anticipates,"
"believes," "estimates," "intends," "plans to," "ought," "could," "will,"
"should," "likely," "appears," "projects," "forecasts," "outlook" or other
similar words or phrases are forward-looking statements that involve certain
factors, risks and uncertainties that could cause Hillrom's actual results to
differ materially from those anticipated. Such factors, risks and uncertainties
include: (1) the future impact of the COVID-19 pandemic on Hillrom's business,
including but not limited to, the impact on its workforce, operations, supply
chain, demand for products and services, and Hillrom's financial results and
condition; (2) Hillrom's ability to successfully manage the challenges
associated with the COVID-19 pandemic; (3) increasing regulatory focus on
privacy and data security issues; (4) breaches or failures of Hillrom's
information technology systems or products, including by cyberattack,
unauthorized access or theft; (5) failures with respect to compliance programs;
(6) Hillrom's ability to achieve expected synergies from acquisitions; (7) risks
associated with integrating recent acquisitions; (8) global economic conditions;
(9) demand for and delays in delivery of Hillrom's products; (10) Hillrom's
ability to develop, commercialize and deploy new products; (11) changes in
regulatory environments; (12) the effect of adverse publicity; (13) the impact
of competitive products and pricing; (14) Hillrom's ability to maintain or
increase margins; (15) the potential loss of key distributors or key personnel;
(16) the impact of the Affordable Health Care for America Act (including excise
taxes on medical devices) and any applicable healthcare reforms (including
changes to Medicare and Medicaid), and/or changes in third-party reimbursement
levels; (17) the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement between the parties
to the proposed transaction; (18) the failure to obtain the approval of
Hillrom's shareholders, (19) the failure to obtain certain required regulatory
approvals or the failure to satisfy any of the other closing conditions to the
completion of the proposed transaction within the expected timeframes or at all;
(20) risks related to disruption of management's attention from Hillrom's
ongoing business operations due to the transaction; (21) the effect of the
announcement of the transaction on the ability of Hillrom to retain and hire key
personnel and maintain relationships with its customers, suppliers and others
with whom it does business, or on its operating results and business generally;
(22) the ability to meet expectations regarding the timing and completion of the
transaction; (23) uncertainty regarding actual or potential legal proceedings;
and (24) the other risks listed from time to time in Hillrom's filings with the
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