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

Item 1.01. Entry into a Material Definitive Agreement.

PrescribeWellness Asset Purchase Agreement

On June 18, 2022 (the “Signing Date”), Tabula Rasa HealthCare, Inc., a Delaware
corporation (the “Company”), and Tabula Rasa HealthCare Group, Inc., a Delaware
corporation and wholly-owned subsidiary of the Company (“Seller”), entered into
an Asset Purchase Agreement (the “PW Purchase Agreement”) with Transaction Data
Systems, Inc., a Florida corporation (“Buyer”). Capitalized terms used herein
but not otherwise defined have the meanings set forth in the PW Purchase
Agreement.

Pursuant to the PW Purchase Agreement and in accordance with the terms and
conditions set forth therein, Seller agreed to sell to Buyer its unincorporated
PrescribeWellness business division (the “PrescribeWellness Business”) and the
assets, properties, and rights that are primarily used or held for use in
connection with the PrescribeWellness Business as described in the PW Purchase
Agreement (together with the PrescribeWellness Business and the KD Assets (as
defined below), the “PW Assets,” and the sale of such PW Assets as provided for
in the PW Purchase Agreement, the “PW Asset Disposition”). The PrescribeWellness
Business provides cloud-based patient engagement solutions that facilitate
collaboration between pharmacies, patients, payers, providers, and
pharmaceutical companies and includes identification of priority outreach
targets, multichannel patient communications, including voice and text,
vaccination program support, personalized business planning, marketing and
community engagement, Medicare plan reviews, medication adherence and
synchronization, eCare plans (inclusive of medical billing), and digital
consumer offering. The Company had previously announced its intention to divest
certain non-core assets, including the PrescribeWellness Business.

The board of directors of the Company (the “Board”) has unanimously approved the
PW Purchase Agreement, the PW Asset Disposition, and the other transactions
contemplated by the PW Purchase Agreement.



Consideration


As consideration for the PW Assets, Buyer will pay to Seller up to $140,000,000
in cash, of which $125,000,000 will be paid upon consummation of the PW Asset
Disposition (the “PW Closing”) subject to certain adjustments related to the net
working capital of the PrescribeWellness Business (the “Base Purchase Price”).
The additional $15,000,000 is contingent consideration that will paid to Seller
based upon the PrescribeWellness Business’s achievement of certain
performance-based metrics during the fiscal years ending December 31, 2023 and
2024. Approximately $6,100,000 of the proceeds of the Base Purchase Price will
be used by Seller to pay to KD (as defined below) the purchase price pursuant to
the KD Purchase Agreement (as defined below), subject to certain adjustments set
forth therein. The PW Purchase Agreement further provides for a post-closing,
true-up adjustment based on the parties’ determination of the Final Working
Capital Amount.

Representations, Warranties, and Covenants

The PW Purchase Agreement contains customary representations, warranties, and
covenants from each of Seller and Buyer. Pursuant to the PW Purchase Agreement,
Buyer has obtained a representation and warranty insurance policy to insure
against certain losses arising from breaches of, or inaccuracies in, the
representations and warranties of Seller. The policy is subject to exclusions,
policy limits, and certain other terms and conditions.

During the period between the execution of the PW Purchase Agreement and the
earlier of the PW Closing or termination of the PW Purchase Agreement, the
Company has agreed to conduct its business in the ordinary course consistent
with past practice and has agreed to certain other operating covenants, as set
forth more fully in the PW Purchase Agreement. The Company has also agreed not
to (i) solicit proposals relating to an inquiry or proposal from any person
relating to the disposition of the PW Assets or the PrescribeWellness Business
(an “Acquisition Proposal”), (ii) enter into discussions or negotiations or
provide non-public information in connection with any Acquisition Proposal, or
(iii) enter into any agreements or other instruments regarding an Acquisition
Proposal.

PW Closing Conditions and Termination Rights

The PW Closing is subject to the KD Closing (as defined below) and the
satisfaction or waiver of certain customary closing conditions, including
receipt of all required approvals under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended. The PW Closing is not subject to a
financing condition.

The PW Purchase Agreement contains certain termination rights for both Seller
and Buyer, including, among others, the right to terminate if the PW Closing has
not occurred on or prior to the date that is ninety days from the Signing Date.
Additionally, if the PW Purchase Agreement is validly terminated by Seller under
certain specified conditions, then Buyer will be obligated to pay to Seller a
cash termination fee equal to $10,000,000.

The foregoing summary of the PW Purchase Agreement does not purport to be
complete and is qualified in its entirety by the terms and conditions of the PW
Purchase Agreement, a copy of which is attached as Exhibit 2.1 hereto and is
incorporated herein by reference.

Karmadata, Inc. Asset Purchase Agreement

On the Signing Date and as a condition to Buyer’s entry into the PW Purchase
Agreement, Seller entered into an asset purchase agreement (the “KD Purchase
Agreement” and, together with the PW Purchase Agreement, the “Purchase
Agreements”) with karmadata, Inc., a Delaware corporation (“KD”), pursuant to
which Seller agreed to purchase all of KD’s rights, title, and interests in and
to certain intellectual property of KD that has historically been licensed to
Seller, all intellectual property owned by KD that was developed or improved
pursuant to the IP Development Agreement (as defined below), and all
authorization rights and claims or causes of action with respect to the
foregoing (collectively, the “KD Assets” and the purchase of such KD Assets as
provided for in the KD Purchase Agreement, the “KD Asset Acquisition”). Seller’s
entry into the KD Purchase Agreement was pursuant to Seller’s exercise of its
right to purchase the KD Assets as provided for in that certain IP Development
Agreement, by and between Seller and KD, dated as of December 1, 2016, as
amended (the “IP Development Agreement”). As consideration for the KD Assets,
Seller will pay to KD a total purchase price of approximately $6,800,000,
subject to certain adjustments set forth in the KD Purchase Agreement.

The Board has unanimously approved the KD Purchase Agreement, the KD Asset
Acquisition, and the other transactions contemplated by the KD Purchase
Agreement.

The consummation of the KD Asset Acquisition (the “KD Closing”) is subject to
customary closing conditions. The KD Purchase Agreement contains customary
representations, warranties, and covenants from each of Seller and KD and
provides certain termination rights for both Seller and KD.

As the KD Assets are to be acquired by Buyer as part of the PW Asset
Disposition, the PW Purchase Agreement requires Seller to consummate the KD
Asset Acquisition on or before the PW Closing. The KD Closing is a condition to
the PW Closing.

The foregoing summary of the KD Purchase Agreement does not purport to be
complete and is qualified in its entirety by the terms and conditions of the KD
Purchase Agreement, a copy of which is attached as Exhibit 2.2 hereto.

The representations, warranties, and covenants contained in the Purchase
Agreements were made only for purposes of each such agreement and as of specific
dates, were solely for the benefit of the respective parties to the Purchase
Agreements, and may be subject to limitations agreed upon by the respective
contracting parties. Accordingly, the Purchase Agreements are incorporated
herein by reference only to provide investors with information regarding the
terms of the Purchase Agreements, and not to provide investors with any other
factual information regarding the Company or its business, and should be read in
conjunction with the disclosures in the Company’s periodic reports and other
filings with the Securities and Exchange Commission (the “SEC”).

Item 7.01. Regulation FD Disclosure.

On June 21, 2022, the Company issued a press release announcing its entry into
the PW Purchase Agreement. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to this Item 7.01 and the accompanying
Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liability of that section, and is not to be incorporated by reference into any
filing of the Company.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K may contain forward-looking statements as
defined in the Private Securities Litigation Reform Act of 1995. Forward-looking
statements are those that address activities, events, or developments that the
Company intends, expects, projects, believes, or anticipates will or may occur
in the future. Forward-looking statements are those that use terms such as
“may,” “will,” “expect,” “believe,” “intend,” “should,” “could,” “anticipate,”
“estimate,” “forecast,” “project,” “plan,” “predict,” “potential,” and similar
expressions. Forward-looking statements contained in this Current Report on
Form 8-K and other written and oral reports are based on management’s
assumptions and assessments in light of past experience and trends, current
conditions, expected future developments, and other relevant factors.

Many factors could cause actual future events to differ materially from the
forward-looking statements in this Current Report on Form 8-K, including but not
limited to: (i) the risk that the transactions may not be completed in a timely
manner or at all, which may adversely affect the Company’s business and the
price of the Company’s common stock; (ii) the failure to satisfy the conditions
to the consummations of the transactions; (iii) the occurrence of any event,
change, or other circumstance that could give rise to the termination of the
Purchase Agreements; (iv) the effect of the announcement or pendency of the
transactions on the Company’s business relationships, operating results, and
business generally and potential difficulties in the Company’s employee
retention as a result of the transaction; (v) risks related to diverting
management’s attention from the Company’s ongoing business operations; (vi) the
outcome of any legal proceedings that may be instituted against the Company, its
officers, or directors related to the Purchase Agreements or the transactions;
and (vii) other risk factors described in the Company’s periodic reports filed
with the SEC, including its Annual Report on Form 10-K for the fiscal year ended
December 31, 2021. Factors or events that could cause the Company’s actual
results to differ may emerge from time to time, and it is not possible for the
Company to predict all of them. The statements made herein are made as of the
date of this disclosure and, except as may be required by law, the Company
undertakes no obligation to update them, whether as a result of new information,
future developments, or otherwise.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.


Exhibit No. Description of Exhibit

  2.1*         Asset Purchase Agreement, by and among Tabula Rasa HealthCare
             Group, Inc., Transaction Data Systems, Inc., and Tabula Rasa
             HealthCare, Inc., dated as of June 18, 2022

  2.2*         Asset Purchase Agreement, by and between Tabula Rasa HealthCare
             Group, Inc. and karmadata, Inc., dated as of June 18, 2022

  99.1         Tabula Rasa HealthCare, Inc. Press Release, dated June 21, 2022
104          Cover Page Interactive Data File - the cover page interactive data
             file does not appear in the Interactive Data File because its XBRL
             tags are embedded within the Inline XBRL document



* Certain of the exhibits and schedules to this exhibit are omitted pursuant to
Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally
to the SEC, upon request, a copy of any omitted schedule or exhibit.

© Edgar Online, source Glimpses

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