Blog: RESMED INC : Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 1.01 Entry into a Material Definitive Agreement.

On June 13, 2022, ResMed Inc. (“ResMed”) entered into a Sale and Purchase
Agreement (the “Purchase Agreement”) with Mondstein 483. GmbH, a limited
liability company under the laws of Germany and wholly-owned indirect subsidiary
of ResMed (“ResMed Germany SaaS”) and Miami Holding S.à r.l., a limited
liability company under the laws of the Grand Duchy of Luxembourg
(“Seller”). Pursuant to the terms of the Purchase Agreement, ResMed Germany SaaS
will acquire 100% of the shares of MediFox-Dan Investment GmbH, a limited
liability company under the laws of Germany and wholly-owned subsidiary of
Seller (“MediFox-Dan”), such that MediFox-Dan will become a wholly-owned
subsidiary of ResMed Germany SaaS (the “Share Acquisition”). Further, ResMed
will acquire the receivables under an existing shareholder loan granted from
Seller, as lender, to MEDIFOX DAN Holding GmbH, a limited liability company
under the laws of Germany and wholly-owned subsidiary of MediFox-Dan
(“MediFox-Dan Holding”), as borrower, (the “Shareholder Loan Acquisition” and,
together with the Share Acquisition, the “Acquisition”). ResMed guarantees the
discharge of all payment and performance obligations of ResMed Germany SaaS
under the Purchase Agreement. The Purchase Agreement and the transactions
contemplated thereby have been approved by the Board of Directors of ResMed.

The Purchase Agreement follows a typical locked box mechanism, pursuant to which
(i) the purchase price of EUR 810,000,000 (the “Base Purchase Price”) to be paid
upon the consummation of the Acquisition (“Closing”) has been fixed upfront by
reference to the balance sheet position of MediFox-Dan as at January 1, 2022,
00:00 hrs (CET) (the “Effective Date”) and an enterprise value of EUR
950,000,000, without any post-Closing purchase price adjustment, and
(ii) additional consideration accrues to the benefit of Seller on a daily basis
for the period between the Effective Date and the Closing (the “BPP Interest”)
in an amount of EUR 18,047 per day (the Base Purchase Price and the BPP
Interest, together, the “Total Purchase Price”). Seller shall compensate ResMed
Germany SaaS on a euro-for-euro basis if any value is extracted to or for the
benefit of Seller or its affiliates between the Effective Date and the Closing
Date (“Leakage”), other than for certain narrowly defined items (“Permitted
Leakage”). ResMed intends to fund the transactions contemplated by the Purchase
Agreement with existing cash and borrowings under its existing credit facility,
with ResMed Germany SaaS to borrow the cash necessary to pay its portion of the
Total Purchase Price from ResMed pursuant to an intercompany loan.

The closing of the Acquisition is subject to required regulatory clearances
under German law, which include merger control clearance, foreign investment
clearance and clearance with Germany’s Federal Financial Supervisory Authority
(“BaFin”). The parties currently expect Closing to occur by December 31, 2022.
The Purchase Agreement includes representations and warranties, as well as
various covenants and agreements by the parties, including (i) covenants by
Seller to cause MediFox-Dan and its subsidiaries to observe certain conduct of
business restrictions until Closing, (ii) covenants by Seller to cause
MediFox-Dan and its subsidiaries not to allow any Leakage (except for Permitted
Leakage) until Closing, and (iii) covenants by Seller not to solicit certain key
employees of MediFox-Dan and its subsidiaries for a period of two years from
Closing.

The Purchase Agreement also includes termination provisions for both Seller, on
the one hand, and ResMed and ResMed Germany SaaS, on the other. The Purchase
Agreement can be terminated by Seller if Closing has not taken place by
March 31, 2023 and by ResMed and ResMed Germany SaaS if Closing has not taken
place by June 30, 2023. Seller will be owed a termination fee of EUR 10,000,000
in the event that Seller terminates the Purchase Agreement due to a failure by
ResMed and ResMed Germany SaaS to obtain regulatory clearance from BaFin.

The foregoing description of the Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to, and should be read in
conjunction with, the full text of the Purchase Agreement, a copy of which will
be filed as an exhibit to ResMed’s Annual Report on Form 10-K for the fiscal
year ended June 30, 2022.

Item 7.01 Regulation FD Disclosure.

On June 14, 2022, ResMed issued a press release announcing the entry into the
Purchase Agreement. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.

On June 14, 2022, ResMed will hold a live webcast at 11:00 a.m. ET. The live
webcast can be accessed on ResMed’s Investor Relations website at
investors.resmed.com. The online archive of the broadcast will be available on
ResMed’s website approximately two hours after the webcast. In addition, a
telephone replay of the webcast will be available approximately two hours after
the call by dialing +1 877.660.6853 (U.S.) and +1 201.612.7415 (international)
and entering an event confirmation number of 13730641. The telephone replay will
be available until June 28, 2022. The investor presentation for the live webcast
is furnished as Exhibit 99.2 to this report.

The information contained in this Item 7.01 of Form 8-K (including Exhibits 99.1
and 99.2 attached hereto) is being furnished and shall not be deemed to be
“filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as
amended (the ” Exchange Act “), or otherwise subject to the liability of that
section and shall not be incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.

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Item 9.01. Financial Statements and Exhibits.




  (d) Exhibits.



Exhibit
  No.       Exhibit Description

99.1          Press Release dated June 14, 2022

99.2          Investor Presentation dated June 14, 2022

104         Cover Page Interactive Data File (embedded within the inline XBRL
            document).

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