Current Report Filing (8-k)
28 Febbraio 2018 - 2:55PM
Edgar (US Regulatory)
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): February 28, 2018
ENTELLUS MEDICAL, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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001-36814
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20-4627978
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(State of
Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3600 Holly Lane North, Suite 40, Plymouth, Minnesota
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55447
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(Address of principal executive offices)
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(Zip Code)
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763-463-1595
(Registrants telephone number, including area code)
N/A
(Former name or
address, if changed since last report)
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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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
240.12b-2).
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.
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Item 1.02. Termination of Material Definitive Agreement.
In connection with the consummation of the Merger (as defined in Item 2.01 below), Entellus Medical, Inc. (Entellus), Entellus
Intermediate Sub, Inc. (Entellus Intermediate) and Spirox, Inc. (Spirox, collectively with Entellus and Entellus Intermediate, the Borrowers) terminated all commitments and repaid all amounts outstanding under the
Loan and Security Agreement, dated as of March 31, 2017, by and among Oxford Finance LLC (Oxford), the lenders listed therein and the Borrowers (as may have been amended, restated or otherwise modified prior to the date hereof, the
Existing Credit Agreement). The termination of the Existing Credit Agreement became effective at the effective time of the Merger (the Effective Time) on February 28, 2018. Under the Existing Credit Agreement, the
Borrowers were permitted to borrow up to a total of $40.0 million in term loans in three tranches and up to $10.0 million under a revolving line of credit, subject to a borrowing base requirement. Pursuant to the terms of the Existing
Credit Agreement, the Borrowers paid Oxford a fee of approximately $1.2 million in connection with the early termination of the Existing Credit Agreement.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On February 28, 2018, Entellus completed its merger with Explorer Merger Sub Corp. (Merger Sub), a Delaware corporation and a
direct or indirect wholly owned subsidiary of Stryker Corporation, a Michigan corporation (Stryker), whereby Merger Sub merged with and into Entellus, with Entellus continuing as the surviving corporation and a direct or indirect wholly
owned subsidiary of Stryker (the Merger). The Merger was effected pursuant to an Agreement and Plan of Merger, dated as of December 7, 2017 (the Merger Agreement), by and among Stryker, Merger Sub and Entellus.
At the Effective Time, each share of Entellus common stock, par value $0.001 per share (other than (i) shares held directly by Entellus
as treasury stock or held directly by Stryker or any subsidiary of Stryker (including Merger Sub) immediately prior to the Effective Time and (ii) any dissenting shares), issued and outstanding immediately prior to the Effective Time, was
converted into the right to receive $24.00 per share of Entellus common stock in cash, without interest and subject to all applicable withholding taxes (the Merger Consideration). The aggregate Merger Consideration consisted of
approximately $664 million.
In addition, at the Effective Time, each option to purchase shares of Entellus common stock that was
outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into the right to receive the Merger Consideration with respect to each share of Entellus common stock subject to the
option, net of the applicable per share exercise price and any applicable withholding taxes or other amounts required by applicable law to be withheld. Each restricted stock unit award outstanding immediately prior to the Effective Time, whether
vested or unvested, was cancelled and converted into the right to receive the Merger Consideration in respect to each share of Entellus common stock underlying the award, net of any applicable withholding taxes or other amounts required to be
withheld by applicable law.
Prior to the Effective Time, Oxford consummated a cashless net exercise of each unexercised
warrant to purchase Entellus common stock, pursuant to the Warrant to Purchase Stock dated October 18, 2012 (the Oxford Warrants), for 25,453 shares of Entellus common stock. The shares of Entellus common stock issued upon net
exercise of the Oxford Warrants were converted into the right to receive the Merger Consideration.
The definitive proxy statement of
Entellus, filed with the Securities and Exchange Commission (the SEC) on January 24, 2018 (the Proxy Statement), contains additional information about the Merger and the other transactions contemplated by the Merger
Agreement, including information concerning the interests of directors, executive officers and affiliates of Entellus in the Merger.
The
foregoing description of the Merger Agreement and the Merger is not complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, which is included as Exhibit 2.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On February 28, 2018, in connection with the Merger, Entellus notified the Nasdaq
Global Market (Nasdaq) that the Merger had been completed, and requested that trading of Entellus common stock on Nasdaq be suspended. In addition, Entellus requested that Nasdaq file with the SEC a Notification of Removal from Listing
and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act), on Form 25 in order to effect the delisting of Entellus common stock from Nasdaq.
Entellus intends to file a certification on Form 15 with the SEC requesting that Entellus reporting obligations under Sections 13 and
15(d) of the Exchange Act be suspended. The information set forth in Item 2.01 is incorporated by reference into this Item 3.01.
Item 3.03.
Material Modification to Rights of Security Holders.
The information set forth in Item 2.01 is incorporated by reference into this
Item 3.03.
Item 5.01. Changes in Control of Registrant.
As a result of the Merger, a change of control of Entellus occurred and Entellus became a direct or indirect wholly owned subsidiary of
Stryker. Stryker funded the acquisition through cash on hand. The information set forth in Item 2.01 is incorporated by reference into this Item 5.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
At the Effective Time, each executive officer of Entellus and each member of Entellus board of directors ceased
serving in such capacities. Entellus named executive officers immediately prior to the Effective Time were Robert S. White and Brent Moen. The members of Entellus board of directors immediately prior to the Effective Time were Brian E.
Farley, Robert S. White, John Bakewell, Joshua Baltzell, Shawn McCormick, James C. Momtazee, David Milne, Guido Neels and Douglas S. Rohlen.
In accordance with the terms of the Merger Agreement, as of the Effective Time, the directors of
Merger Sub, Timothy J. Scannell and William E. Berry, Jr., became, and will remain, the directors of the surviving corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or
removal in accordance with the certificate of incorporation and bylaws of the surviving corporation. As of immediately after the Effective Time, Spencer Stiles was appointed President of Entellus. Mr. Stiles, age 41, has been employed by
Stryker since 1999 in various roles. He became President of Strykers Spine division in 2010 and became President of Global Instruments in 2015.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to the Merger Agreement, upon consummation of the Merger on February 28, 2018, the certificate of incorporation and the bylaws of
Entellus, as amended, were each amended and restated in their entirety as set forth as Exhibits 3.1 and 3.2 hereto, respectively.
The
Amended and Restated Certificate of Incorporation of Entellus is filed as Exhibit 3.1 hereto and incorporated by reference into this Item 5.03. The Amended and Restated Bylaws of Entellus are filed as Exhibit 3.2 hereto and incorporated by reference
into this Item 5.03.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities and 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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Date: February 28, 2018
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ENTELLUS MEDICAL, INC.
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By:
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/s/ Spencer Stiles
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Name:
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Spencer Stiles
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Title:
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President
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Grafico Azioni ENTELLUS MEDICAL INC (NASDAQ:ENTL)
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