Balchem Corp 8-K, filed Aug 30, 2022
Balchem Corp (BCPC)
8-K
2022-08-30
For: 2022-08-30
View Original
Added on
April 11, 2026
About this 8-K
Balchem Corp filed this 8-K on August 30, 2022.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 30, 2022
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (845 )
326-5600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which
registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 |
Regulation FD Disclosure.
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On August 30, 2022, Balchem Corporation (the “Company”) issued a press release
announcing that its wholly-owned subsidiary Albion Laboratories, Inc. (“Albion”) entered into a Stock Purchase Agreement, and closed on such transaction, with Cardinal Associates, Inc. (“Cardinal”), a corporation organized under the laws of the State of Washington, pursuant to which Albion acquired Cardinal and its Bergstrom Nutrition business. Bergstrom Nutrition is a global leader in the manufacture of MSM
(methylsulfonylmethane), a nutritional ingredient with benefits for joint health, sports nutrition, skin and beauty, healthy aging, and pet health. A copy of the press release is furnished with this report as Exhibit 99.1 and incorporated herein
by reference.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit Number
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Description
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Press release dated August 30, 2022
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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BALCHEM CORPORATION
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(Registrant)
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By:
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/s/ Hatsuki Miyata
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Hatsuki Miyata
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General Counsel and Secretary
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Date: August 30, 2022
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Exhibit 99.1
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Human Nutrition & Health |
Animal Nutrition & Health | Specialty Products |
Balchem Corporation acquires Bergstrom Nutrition
New Hampton, New York, August 30, 2022. Balchem Corporation (NASDAQ:BCPC), a global specialty ingredients company focused on
Nutrition and Health, today announced the acquisition of Cardinal Associates Inc., operating as “Bergstrom Nutrition,” a leading science-based manufacturer of methylsulfonylmethane (MSM), based in Vancouver, Washington.
MSM is a widely used nutritional ingredient with strong scientific evidence supporting its benefits for joint health, sports nutrition, skin and beauty, healthy aging,
and pet health. Bergstrom Nutrition’s MSM brand “OptiMSM®” delivers the highest quality and purity MSM on the market and is the only brand of MSM with a U.S. GRAS “generally regarded as safe” designation.
Ted Harris, Chairman, CEO and President of Balchem, said, “We are excited to welcome Bergstrom Nutrition to Balchem. As the MSM market leader, Bergstrom Nutrition has excelled in advancing the science and presence of MSM globally. The addition of
OptiMSM® to our portfolio provides a synergistic scientific advantage in Balchem’s key strategic therapeutic focus areas such as longevity and performance and is a strong fit with Balchem’s specialty, science-backed mineral products.
We look forward to expanding marketplace opportunities together.”
Adrian Polliack, Bergstrom Nutrition President & CEO, said, “We are very pleased to join such a high quality, scientifically driven organization as Balchem. OptiMSM® aligns well with Balchem’s already robust portfolio and complements
their strategic health benefit platforms. Joining Balchem allows for accelerated growth and market reach and we look forward to working together with the Balchem team.”
Following the acquisition, Bergstrom Nutrition will be included in Balchem’s Human Nutrition and Health business segment and integrated into the Minerals &
Nutrients business unit.
About Balchem Corporation
Balchem Corporation develops, manufactures and markets specialty ingredients that improve and enhance the health and well-being of life on the
planet by providing state-of-the-art solutions and the finest quality products for a range of industries worldwide. The company reports three business segments: Human Nutrition & Health; Animal Nutrition & Health; and Specialty Products.
The Human Nutrition & Health segment delivers customized food and beverage ingredient systems, as well as key nutrients into a variety of applications across the food, supplement and pharmaceutical industries. The Animal Nutrition & Health
segment manufactures and supplies products to numerous animal health markets. Through Specialty Products, Balchem provides specialty-packaged chemicals for use in healthcare and other industries, and also provides chelated minerals to the
micronutrient agricultural market.
About Bergstrom Nutrition
Bergstrom Nutrition® pioneered the use of MSM (methylsulfonylmethane) for human and animal health use and remains an industry
innovator and the world’s leading manufacturer of MSM. The Bergstrom technical team alone has over 100 years of combined experience in the manufacturing and uses of MSM. Bergstrom is committed to exceptional customer service and helping
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52 Sunrise Park Road
New Hampton, NY 10958
balchem.com
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p.845.326.5600
f. 845.326.5702
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Human Nutrition & Health |
Animal Nutrition & Health | Specialty Products |
Bergstrom uses a proprietary, multi-stage distillation process to create their products, and every batch is third-party tested for optimal
purity, quality, and consistency. The result is MSM that is the same as that found in nature. Products are manufactured exclusively in the USA, at a single-purpose, cGMP-compliant, ISO-registered facility to provide essential traceability.
Bergstrom Nutrition was founded in 1988 and is based in Vancouver, Washington USA.
Forward-Looking Statement
This release contains forward-looking statements, which reflect Balchem’s expectation or belief concerning future events that involve risks and uncertainties. Balchem
can give no assurance that the expectations reflected in forward-looking statements will prove correct and various factors could cause actual results to differ materially from Balchem’s expectations, including risks and factors identified in
Balchem’s annual report on Form 10-K for the year ended December 31, 2021, Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022, and in its other SEC filings. Forward-looking statements are qualified in their entirety by the above
cautionary statement. Balchem assumes no obligation to update these forward-looking statements.
Contact:
Jacqueline Yarmolowicz, Executive Assistant
Telephone: 845-326-5600
Email: JYarmolowicz@balchem.com
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52 Sunrise Park Road
New Hampton, NY 10958
balchem.com
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p.845.326.5600
f. 845.326.5702
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