Explanatory Note
As previously disclosed in its Current Report on Form8-K filed with the Securities and Exchange Commission on April 26, 2019 (the “Original8-K”), Repligen Corporation, a Delaware corporation (the “Company”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with C Technologies, Inc., a New Jersey corporation (“C Technologies” or the “Seller”), and Craig Harrison, an individual and the sole stockholder of the Seller (the “Stockholder”, and together with the Seller, the “Seller Parties”) on April 25, 2019. Pursuant to the Purchase Agreement, the Company will purchase from the Stockholder all of the issued and outstanding capital stock of the Seller (the “Share Purchase”) for an aggregate purchase price of $240 million. The aggregate purchase price consists of (i) $192 million in cash (the “Cash Consideration”), and (ii) $48 million in shares of the Company’s common stock. The Cash Consideration is subject to adjustment based on (i) cash and working capital adjustments, (ii) the amount of the Seller Parties’ transaction expenses and indebtedness that remain unpaid as of the closing of the Share Purchase (such date, the “Closing”), and (iii) indemnification obligations for certain claims made following the Closing. Approximately $3.4 million of the Cash Consideration will be placed into a third party escrow account against which the Company may make claims for indemnification and purchase price adjustments. The Purchase Agreement contains customary representations, warranties and covenants of the parties and contains customary conditions to closing. The above description of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to the Original8-K.
The Company is filing this Amendment to the Original8-K to disclose (i) the audited financial statements of C Technologies, which comprise (A) the balance sheets as of December 31, 2018 and December 31, 2017, and the related statements of income, stockholders’ equity, and cash flows for the years then ended, and (B) the related notes to the financial statements, and (ii) (A) the unaudited pro forma condensed combined consolidated balance sheet of the Company as of December 31, 2018, (B) the unaudited pro forma condensed combined consolidated statements of income of the Company for the year ended December 31, 2018, and (C) the related notes to unaudited pro forma condensed combined consolidated financial statements, and (iii) Management’s Discussion and Analysis of Financial Conditions and Results of Operations of C Technologies for the year ended December 31, 2018.
This Amendment to the Original8-K amends the Original8-K to provide the historical financial statements of C Technologies required under Item 9.01(a) and the pro forma financial information required under Item 9.01(b).
Forward-Looking Statements
This Current Report on Form8-K, as amended, contains forward-looking statements, which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the timing of the consummation of the Share Purchase. These statements are neither promises nor guarantees, and are subject to a variety of risks and uncertainties, many of which are beyond the control of the Company, which could cause actual results to differ materially from those contemplated in these forward-looking statements. In particular, the risks and uncertainties include, among other things, the risk that the Share Purchase does not close. For additional disclosure regarding these and other risks faced by the Company, see the disclosures contained in the Company’s Annual Report on Form10-K on file with the Securities and Exchange Commission and the other reports that the Company periodically files with the Securities and Exchange Commission. Actual results may differ materially from those contemplated by these forward-looking statements. These forward looking statements reflect management’s current views and the Company does not undertake to update any of these forward-looking statements to reflect a change in its views or events or circumstances that occur after the date hereof except as required by law.
