Haemonetics Corp 8-K, filed May 28, 2020
Haemonetics Corp (HAE)
8-K
2020-05-28
For: 2020-05-28
View Original
Added on
April 07, 2026
About this 8-K
Haemonetics Corp filed this 8-K on May 28, 2020.
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): May 28, 2020
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: 781 -848-7100
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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 | ||
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Item 7.01 Regulation FD Disclosure.
On May 28, 2020, Haemonetics Corporation (the “Company”) and its wholly-owned subsidiary, Global Med Technologies, Inc., entered into an asset purchase agreement (the “Agreement”) with GPI Group (“GPI”), pursuant to which GPI will acquire the intellectual property, customer contracts and certain other assets relating to the Company’s ElDorado Donor®, Hemasphere®, Donor Doc®, Donor Doc Phlebotomy®, eDonor®, DonorSpace®, Surround™ and SafeTrace® software products within the Company's Blood Center business unit (collectively, the “Asset Transfer”).
Under the terms of the Agreement, GPI will pay the Company $14 million in upfront cash at the closing of the Asset Transfer and up to $14 million in additional consideration contingent on achievement of commercial milestones over the twelve month period immediately following the closing of the transaction. The blood donor management software subject to the Asset Transfer represents approximately $11.3 million of the Company's fiscal 2020 revenue. The transaction is expected to close in the second quarter of calendar 2020, subject to the satisfaction of customary closing conditions.
A copy of the Company’s press release announcing the Asset Transfer is attached to this Current Report on Form 8-K as Exhibit 99.1.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements about the Asset Transfer, including, but not limited to, statements related to the anticipated closing of the Asset Transfer, the estimated cash proceeds to be received and other statements that are not historical facts. Such forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon the Company’s current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties, which include, without limitation, the risks that the Asset Transfer may not close in a timely manner or at all and that the Company may not realize the anticipated benefits of the Asset Transfer or the Asset Transfer may have an unanticipated impact, including from non-achievement of any commercial milestone required for the Company to receive all of part of the additional contingent consideration. Investors should consult the Company's filings with the Securities and Exchange Commission (including the Company’s reports on Forms 10-K, 10-Q and 8-K) for information about additional risks and uncertainties that could cause the Company’s actual results to differ materially from these forward-looking statements. The Company undertakes no duty or obligation to update any forward-looking statements contained in this Current Report on Form 8-K as a result of new information, future events or changes in its expectations.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| Press release dated May 28, 2020. | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HAEMONETICS CORPORATION | |||||||||||||||||
| May 28, 2020 | By: | /s/ Christopher A. Simon | |||||||||||||||
| Name: | Christopher A. Simon | ||||||||||||||||
| Title: | President and Chief Executive Officer | ||||||||||||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Investor Contact: Olga Guyette, Director-Investor Relations (781) 356-9763 olga.guyette@haemonetics.com | Media Contact: Carla Burigatto, VP-Communications (781) 348-7263 carla.burigatto@haemonetics.com | |||||||
HAEMONETICS ANNOUNCES SALE OF U.S. BLOOD DONOR MANAGEMENT SOFTWARE SOLUTION ASSETS TO THE GPI GROUP
BOSTON, MA, May 28, 2020 - Haemonetics Corporation (NYSE: HAE), a global medical technology company focused on delivering innovative hematology solutions to drive better patient outcomes, today announced that it has entered into a definitive agreement to sell certain blood donor management software solution assets within its Blood Center business unit to the GPI Group (GPI: IM). GPI is a leading company in providing IT Solutions supporting Healthcare and Social Services, listed on the MTA market of Borsa Italiana.
“We are committed to reshaping our portfolio for sustainable growth and this sale will enable us to focus on our core capabilities while delivering quality products and services where we bring distinct value,” said Chad Nikel, Haemonetics’ President, Global Blood Center. “We will continue to invest across our business, execute our customer-centric strategies to strengthen our trajectory and develop innovative medical technologies that meaningfully advance healthcare.”
Fausto Manzana, GPI President and CEO, said, “Our priority is to deliver state-of-the-art technology solutions with a comprehensive approach to cover all aspects of blood transfusion for maximum traceability, patient safety and high client satisfaction. GPI will merge the acquired assets with its U.S.-based Hemasoft operations to strengthen the Hemasoft presence in the U.S. by offering a complete portfolio of software and services.”
Under the terms of the transaction, Haemonetics and its subsidiary Global Med Technologies, Inc. will transfer the intellectual property, customer contracts and certain other assets relating to its ElDorado Donor®, Hemasphere ®, Donor Doc®, Donor Doc Phlebotomy®, eDonor®, DonorSpace®, Surround™ and SafeTrace® software products to GPI. These products are sold predominantly in the U.S. and provide a range of solutions to optimize blood donor collection centers’ blood drive planning, donor recruitment and retention, blood collection, component manufacturing and distribution. The GPI Group business in the U.S. is managed through its subsidiary Hemasoft. Hemasoft is a U.S. company providing specialized web-based software solutions for blood donor centers, blood banks, transfusion services, cell therapy labs and tissue banks.
This transaction is expected to close in the second quarter of calendar 2020, subject to the satisfaction of customary closing conditions.
About Haemonetics
Haemonetics (NYSE: HAE) is a global healthcare company dedicated to providing a suite of innovative hematology products and solutions for customers, to help them improve patient care and reduce the cost of healthcare. Our technology addresses important medical markets: blood and plasma component collection, the surgical suite and hospital transfusion services. To learn more about Haemonetics, visit www.haemonetics.com.
Haemonetics Cautionary Statement Regarding Forward-Looking Information
Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements. Forward-looking statements in this press release may include, without limitation, statements regarding the consummation of the proposed transactions described in this press release, including the estimated cash proceeds and any additional contingent consideration, and statements regarding Haemonetics’ strategies, positioning, resources, capabilities, and expectations for future performance. Such forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon Haemonetics’ current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the inaccuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation, any event, changes or other circumstance that delays or gives rise to termination of the proposed transaction, including the failure of the parties to satisfy conditions to completion of the transaction; the failure to realize the anticipated benefits of the transaction or the transaction having an unanticipated impact, including from non-achievement of any commercial milestone required to receive all or part of the additional contingent consideration; Haemonetics’ ability to predict accurately the demand for its products and products under development and to develop strategies to address its markets successfully and the impact of competitive products and pricing and technical innovations that could render products marketed or under development by Haemonetics obsolete. These and other factors are identified and described in more detail in Haemonetics’ filings with the SEC. Haemonetics does not undertake to update these forward-looking statements.