Introductory Note
On June 3, 2019, Meridian Bioscience, Inc., an Ohio corporation (“Meridian” or the “Company”), completed its previously announced acquisition (the “Acquisition”) pursuant to the Share Purchase Agreement dated as of April 29, 2019 (the “Purchase Agreement”) by and among Meridian, Meridian Bioscience Canada Inc., a corporation incorporated under the laws of British Columbia and a direct wholly-owned subsidiary of the Company (“Buyer”), GenePOC Inc., a corporation incorporated under the laws of Canada (“Seller”), the shareholders of Seller (the “Shareholders”), and Après-demain Holding SA, solely in the capacity of Shareholders’ Representative. Capitalized terms used in this Current Report but not defined herein shall have the respective meanings assigned thereto in the Purchase Agreement, as applicable.
Descriptions of the Purchase Agreement and the transactions contemplated thereby and included therein do not purport to be complete and are subject to and qualified in their entirety by reference to the Purchase Agreement, which has been filed as Exhibit 2.1 to the Company’s Quarterly Report onForm 10-Q filed with the Securities and Exchange Commission on May 7, 2019 and is incorporated herein by reference.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On June 3, 2019, the Acquisition was consummated, and, in accordance with the Purchase Agreement, Buyer purchased substantially all of the assets and assumed certain specified liabilities of Seller by means of atwo-step transaction. As the first step in the Acquisition, Seller assigned substantially all of the assets of Seller and certain specified liabilities to GenePOC Canada Inc., a corporation incorporated under the laws of British Columbia and a subsidiary of Buyer (“GenePOC Canada”), in exchange for the issuance to Seller by GenePOC Canada ofnon-voting Class B shares (the “Purchased Shares”) of GenePOC Canada (the “Reorganization”). Then, following the Reorganization, Buyer acquired from Seller the Purchased Shares, and GenePOC Canada became Buyer’s wholly-owned subsidiary, with Buyer owning all of the issued and outstanding shares of GenePOC Canada.
The assets of Seller acquired by Buyer include, but are not limited to, Seller’s revogeneTM molecular diagnostics platform, which currently has fourFDA-cleared assays, includingC. difficile, Group AStrep, and Group BStrep.
Pursuant to the Purchase Agreement, on June 3, 2019, Buyer paid to Seller a cash payment of $50 million subject to a working capital adjustment and holdback of $5 million to secure Seller’s performance of certain post-closing obligations. In addition, Buyer issued to Seller a $20 million aggregate principal amount non-interest bearing term promissory note (the “Promissory Note”) payable in two $10 million installments upon the achievement of certain development milestones if achieved by September 30, 2020 and March 31, 2021, respectively. The Purchase Agreement also requires Meridian to pay Seller a contingent consideration payment of up to $50 million payable if certain financial performance targets are achieved during the twelve-month period ending September 30, 2022.
