| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 15, 2020, Intersect ENT, Inc. (the “Company”) entered into a sale and purchase agreement (the “Purchase Agreement”) to acquire Fiagon AG Medical Technologies (“Fiagon”).
Pursuant to the terms of the Purchase Agreement, the Company will indirectly acquire all of the outstanding equity interests of subsidiaries of Fiagon, including Fiagon GmbH and Fiagon NA Corporation (such subsidiaries, together with Fiagon, the “Fiagon Group” and, such acquisition, the “Acquisition”).
The aggregate consideration payable in exchange for all of the outstanding equity interests of the Fiagon Group is €60 million, subject to adjustments set forth in the Purchase Agreement (the “Cash Consideration”). Under the terms of the Purchase Agreement, the Company will make an initial €15 million payment at the time of the closing of the Acquisition and €15 million annual payments for each of the subsequent three years.
The Purchase Agreement contains customary representations, warranties and covenants by Fiagon securityholders and the Company. A portion of the aggregate Cash Consideration will be held in escrow to secure the indemnification obligations of the Fiagon securityholders. The Acquisition is expected to close within 30 days, subject to customary closing conditions.
The foregoing summary of the Purchase Agreement and the transactions contemplated thereby, including, in particular, the Acquisition, does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, which will be filed following the closing of the Acquisition as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2020.
