UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K / A
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 14, 2016
REPLIGEN CORPORATION
(Exact name of registrant as specified in charter)
Delaware | 0-14656 | 04-2729386 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
41 Seyon Street, Bldg. 1, Suite 100, Waltham, MA 02453
(Address of Principal Executive Offices) (Zip Code)
(781)250-0111
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Item 2.01. | Acquisition or Disposition of Assets. |
As previously reported and described in the Current Report on Form8-K filed by Repligen Corporation (the “Company”) on December 15, 2016 (the “Prior8-K”), the Company acquired TangenX Technology Corporation (“TangenX”) pursuant to the Stock Purchase Agreement (the “Purchase Agreement”), dated December 14, 2016, by and among the Company, Novasep Process SAS (“Novasep”) and John Connors. Pursuant to the Purchase Agreement, the Company purchased (i) 20.29% of the outstanding equity of TangenX from John Connors and (ii) 100% of the equity of TangenX Holding, Inc., which held 79.71% of the outstanding equity of TangenX, from Novasep, for an aggregate purchase price of €35.6 million in cash, plus the assumption of a €1.0 million tax liability and a €0.4 million working capital deficit (such transaction, the “Acquisition”).
The foregoing description of the Acquisition and the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Purchase Agreement, which was filed as Exhibit 2.1 to the Prior8-K and is incorporated herein by reference.
This Current Report on Form8-K/A amends the Prior8-K to provide the historical financial statements of TangenX required under Item 9.01(a) and the pro forma financial information required under Item 9.01(b).
Item 9.01. | Financial Statements, Pro Forma Financial Information and Exhibits. |
(a)Financial statements of business acquired.
Included herein as Exhibit 99.2.
(b)Pro forma financial information.
Included herein as Exhibit 99.3.
(d)Exhibits.
Exhibit | Description | |
2.1 | Stock Purchase Agreement, dated December 14, 2016, by and among Repligen Corporation, Novasep Process SAS and John Connors (filed as Exhibit 2.1 to Repligen Corporation’s Form8-K filed on December 15, 2016 and incorporated herein by reference). | |
23.1* | Consent of Marcum LLP. | |
99.1 | Press Release by Repligen Corporation, dated December 15, 2016 (incorporated herein by reference to Exhibit 99.1 to Repligen Corporation’s Form8-K filed on December 15, 2016). | |
99.2* | TangenX Audited Financial Statements as of and for the fiscal year ended December 31, 2015, and Unaudited Financial Statements as of and for the nine months ended September 30, 2016 and September 30, 2015. | |
99.3* | Unaudited Pro Forma Combined Condensed Financial Statements as of and for the fiscal year ended December 31, 2015 and the nine months ended September 30, 2016. | |
* | Filed herewith |
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.
REPLIGEN CORPORATION | ||||||
Dated: March 1, 2017 | By: | /s/ Tony J. Hunt | ||||
Tony J. Hunt | ||||||
President and Chief Executive Officer |
EXHIBIT INDEX
Exhibit | Description | |
2.1 | Stock Purchase Agreement, dated December 14, 2016, by and among Repligen Corporation, Novasep Process SAS and John Connors (filed as Exhibit 2.1 to Repligen Corporation’s Form8-K filed on December 15, 2016 and incorporated herein by reference). | |
23.1* | Consent of Marcum LLP. | |
99.1 | Press Release by Repligen Corporation, dated December 15, 2016 (incorporated herein by reference to Exhibit 99.1 to Repligen Corporation’s Form8-K filed on December 15, 2016). | |
99.2* | TangenX Audited Financial Statements as of and for the fiscal year ended December 31, 2015, and Unaudited Financial Statements as of and for the nine months ended September 30, 2016 and September 30, 2015. | |
99.3* | Unaudited Pro Forma Combined Condensed Financial Statements as of and for the fiscal year ended December 31, 2015 and the nine months ended September 30, 2016. | |
* | Filed herewith |