OMCL Omnicell Inc

 

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): November 18, 2024

 

OMNICELL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		000-33043		94-3166458
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

 

4220 North Freeway

Fort Worth, TX 76137

(Address of principal executive offices, including zip code)

 

(877) 415-9990

(Registrant’s telephone number, including area code)

 

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:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.001 par value		OMCL		NASDAQ Global Select Market

 

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 1.01

Entry into a Material Definitive Agreement.

 

In connection with the Offering (as defined below), on November 18, 2024, Omnicell, Inc. (the “Company”), as borrower, entered into a First Amendment to Second Amended and Restated Credit Agreement (the “Amendment”) with the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent for the lenders. Pursuant to the Amendment, effective as of pricing of the Offering, the springing maturity for the revolving credit facility that is tied to the outstanding principal amount of the Company’s existing 0.25% Convertible Senior Notes due 2025 (the “2025 Notes”) will apply only if more than $200 million in the aggregate principal amount of the 2025 Notes remain outstanding as of 91 days prior to the maturity date of the 2025 Notes.

 

References to the terms of the Amendment and the Second Amended and Restated Credit Agreement are qualified in their entirety by reference to the full text of the Amendment, which is incorporated herein by reference to Exhibit 10.1.

 

Item 8.01

Other Events.

 

On November 18, 2024, the Company issued a press release announcing the proposed offering of $150 million aggregate principal amount of convertible senior notes due 2029 (the “2029 Notes”) in a private placement (the “Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company also announced its intent to grant the initial purchasers of the 2029 Notes an option to purchase, during a 13-day period beginning on, and including, the first date on which the 2029 Notes are issued, up to an additional $22.5 million aggregate principal amount of 2029 Notes. A copy of the press release announcing the Offering is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

This Current Report on Form 8-K (this “Report”) is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall it constitute an offer to sell, solicitation of an offer to buy or sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. Any offers of the securities would be made only by means of a confidential offering memorandum. These securities have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Exhibit Description
10.1		First Amendment to Second Amended and Restated Credit Agreement, dated as of November 18, 2024 among Omnicell, Inc., the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent
99.1		Press Release titled “Omnicell Announces Proposed Private Placement of $150 Million of Convertible Senior Notes” dated November 18, 2024
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

 

 

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.

 

	OMNICELL, INC.
Date: November 18, 2024	/s/ Nchacha E. Etta
	Nchacha E. Etta
	Executive Vice President and Chief Financial Officer

 

 

Exhibit 10.1

 

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”), dated as of November 18, 2024, is entered into by and among OMNICELL, INC., a Delaware corporation (the “Borrower”), each Lender party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders under the Credit Agreement (the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Amended Credit Agreement.

 

RECITALS

 

WHEREAS, the Borrower has entered into that certain Second Amended and Restated Credit Agreement, dated as of October 10, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time through the date hereof, the “Credit Agreement” and as amended by this First Amendment, and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Amended Credit Agreement”), with the Lenders from time to time party thereto and the Administrative Agent;

 

WHEREAS, the Borrower intends to enter into a new convertible notes offering, of which a portion of the proceeds will be used to refinance, in part, the existing 2025 Convertible Senior Notes;

 

WHEREAS, the Borrower has requested certain amendments to the Credit Agreement as more fully described herein;

 

WHEREAS, the Lenders party hereto (comprising of all Lenders under the Credit Agreement) have consented and agreed to the Borrower’s requested amendments subject to the terms and conditions set forth in this First Amendment, as evidenced by the signatures of the Lenders party hereto; and

 

WHEREAS, by executing this First Amendment, the Borrower reaffirms, after giving effect to each of the requested amendments, its obligations under each of the Guaranty Agreement, the Collateral Agreement and each other Loan Document (in each case as amended by this First Amendment).

 

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

 

AGREEMENT

 

SECTION 1.         AmendmentS.

 

Effective as of the First Amendment Effective Date (as defined below), the Credit Agreement is hereby amended as follows:

 

(a)           The definition of “Revolving Credit Maturity Date” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following:

 

“Revolving Credit Maturity Date” means the earliest to occur of: (a) the date that is the fifth (5th) anniversary of the Effective Date (or, with respect to any Lender, such later date as requested by the Borrower pursuant to Section 5.16 and accepted by such Lender); (b) the date of termination of the entire Revolving Credit Commitment by the Borrower pursuant to Section 2.5; and (c) the date of termination of the Revolving Credit Commitment pursuant to Section 10.2(a); provided that in the event that on the Springing Maturity Date more than $200,000,000 in aggregate principal amount of the 2025 Convertible Senior Notes remain outstanding, the Revolving Credit Maturity Date shall be the Springing Maturity Date.

 

(b)           Section 9.1(t) of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following:

 

“(t)         (i) the 2025 Convertible Senior Notes and (ii) without duplication, any Permitted 2025 Convertible Senior Notes Refinancing Indebtedness in respect thereof.”

 

SECTION 2.          REPRESENTATIONS AND WARRANTIES; NO EVENTS OF DEFAULT.

 

The Borrower represents and warrants that, as of the First Amendment Effective Date:

 

(a)            the Borrower has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this First Amendment in accordance with its terms;

 

(b)            this First Amendment has been duly executed and delivered by the duly authorized officer of the Borrower that is a party hereto, and constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal Debtor Relief Laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies;

 

(c)            the representations and warranties contained in the Amended Credit Agreement and the other Loan Documents are true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty is true and correct in all respects, on and as of the First Amendment Effective Date with the same effect as if made on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty remains true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of such earlier date); and

 

 

(d)            no Default or Event of Default has occurred and is continuing as of the First Amendment Effective Date, or will occur as a result of giving effect to the amendments contemplated by this First Amendment.

 

SECTION 3.           REAFFIRMATION OF GUARANTEES AND SECURITY INTERESTS.

 

(a)            The Borrower on behalf of itself and each Subsidiary Guarantor hereby consents to the terms and conditions of this First Amendment.

 

(b)            The Borrower on behalf of itself and each Subsidiary Guarantor hereby: (i) reaffirms and confirms, immediately before and after giving effect to the amendments to the Loan Documents contemplated herein, its guarantees, pledges, grants (including, but not limited to, its grant of a security interest in the Collateral in favor of the Administrative Agent for the ratable benefit of the Secured Parties) and other undertakings under the Loan Documents to which it is a party; and (ii) agrees that: (A) each Loan Document to which it is a party shall, immediately after giving effect to the amendments to the Loan Documents contemplated herein, continue to be in full force and effect; and (B) all guarantees, pledges, grants (including, but not limited to, its grant of a security interest in the Collateral in favor of the Administrative Agent for the ratable benefit of the Secured Parties) and other undertakings thereunder shall, immediately after giving effect to the amendments to the Loan Documents contemplated herein, continue to be in full force and effect to guarantee and secure the Secured Obligations (as amended, increased and otherwise modified hereby) and shall accrue to the benefit of the Secured Parties.

 

SECTION 4.           CONDITIONS TO EFFECTIVENESS.

 

Notwithstanding any provision herein to the contrary, this First Amendment, and the consents and approvals contained herein, shall be effective (such date, the “First Amendment Effective Date”) only if and when each of the following conditions is satisfied:

 

4.1            this First Amendment is signed by, and counterparts hereof are delivered to the Administrative Agent (by hand delivery, mail or telecopy) by, the Borrower and the Lenders comprising of all of the Lenders under the Credit Agreement;

 

4.2            the Borrower shall have priced an offering of convertible senior notes, of which a portion of the proceeds will be used to refinance in part the 2025 Convertible Senior Notes;

 

4.3            no event shall have occurred and be continuing or would result from the effectiveness of this First Amendment or the consummation of the transactions contemplated hereunder that would constitute an Event of Default or a Default; and

 

 

4.4            the Borrower shall have paid all fees and expenses of the Administrative Agent and its Affiliates in connection with this First Amendment to the extent required by Section 12.3 of the Amended Credit Agreement.

 

SECTION 5.           AUTHORIZATION TO MODIFY AND EXECUTE LOAN DOCUMENTS.

 

The undersigned Lenders, constituting all Lenders under the Credit Agreement, hereby: (a) authorize and direct the Administrative Agent to execute this First Amendment; (b) consent to the transactions contemplated by this First Amendment; (c) authorize and direct the Administrative Agent to take any and all actions and execute such documents as shall be required to give effect to or otherwise implement this First Amendment and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto.

 

SECTION 6.           MISCELLANEOUS

 

6.1            No Waiver; Continuing Effect of Loan Documents. Except as specifically modified pursuant to the terms of this First Amendment: (a) the terms and conditions of the Amended Credit Agreement and the other Loan Documents remain in full force and effect; and (b) nothing herein: (i) shall constitute a waiver, amendment or modification of any other provision of the Amended Credit Agreement or any other Loan Document; or (ii) shall be construed as a waiver or consent to any further or future action on the part of the Borrower or any Subsidiary Guarantor. Nothing herein shall limit in any way the rights and remedies of the Administrative Agent or the Lenders under the Amended Credit Agreement or under any other Loan Document. This First Amendment is a Loan Document under and as defined in the Amended Credit Agreement. On and after the First Amendment Effective Date, each reference in the Amended Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Amended Credit Agreement.

 

6.2            Counterparts. This First Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this First Amendment by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this First Amendment.

 

6.3            Severability. Any provision of this First Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of such provision or the remaining provisions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction.

 

 

6.4            Successor and Assigns. This First Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns pursuant to the terms of Section 12.9 of the Amended Credit Agreement.

 

6.5            Governing Law. This First Amendment, and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this First Amendment and the transactions contemplated hereby and thereby, shall be governed by, and construed in accordance with, the law of the State of New York.

 

[Signature pages follow]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

 

	OMNICELL, INC.,
	a Delaware corporation,
	as the Borrower
	By:	/s/ Nchacha E. Etta
	Name:	Nchacha E. Etta
	Title:	Executive Vice President and Chief Financial Officer

 

[Signature Page to First Amendment to Second A&R Credit Agreement]

 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Administrative Agent and a Lender
By:	/s/ Brandon Moss
Name:	Brandon Moss
Title:	Vice President

 

[Signature Page to First Amendment to Second A&R Credit Agreement]

 

 

CITIBANK, N.A.,
as a Lender
By:	/s/ Michael Kuglin
Name:	Michael Kuglin
Title:	Senior Vice President

 

[Signature Page to First Amendment to Second A&R Credit Agreement]

 

 

Comerica Bank,
as a Lender
By:	/s/ Cailyn Coburn
Name:	Cailyn Coburn
Title:	AVP

 

[Signature Page to First Amendment to Second A&R Credit Agreement]

 

 

PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By:	/s/ Diane Truong
Name:	Diane Truong
Title:	Vice President

 

[Signature Page to First Amendment to Second A&R Credit Agreement]

 

 

TD Bank, N.A.,
as a Lender
By:	/s/ M. Bernadette Collins
Name:	Bernadette Collins
Title:	Senior Vice President

 

[Signature Page to First Amendment to Second A&R Credit Agreement]

 

 

JPMorgan Chase Bank, N.A.,
as a Lender
By:	/s/ William R. Doolittle
Name:	William R. Doolittle
Title:	Executive Director

 

[Signature Page to First Amendment to Second A&R Credit Agreement]

 

 

THE HUNTINGTON NATIONAL BANK, N.A.,
as a Lender
By:	/s/ Robert D. Bell
Name:	Robert D. Bell
Title:	Vice President

 

[Signature Page to First Amendment to Second A&R Credit Agreement]

 

 

HSBC Bank USA, NA,
as a Lender
By:	/s/ Sahib Phagura
Name:	Sahib Phagura
Title:	Vice President

 

[Signature Page to First Amendment to Second A&R Credit Agreement]

 

 

 

Exhibit 99.1 

 

Omnicell Announces Proposed Private Placement of $150 Million of Convertible Senior Notes

 

FORT WORTH, Texas – November 18, 2024 – Omnicell, Inc. (NASDAQ: OMCL) (“Omnicell”) today announced that it intends to offer, subject to market conditions and other factors, $150.0 million aggregate principal amount of Convertible Senior Notes due 2029 (the “notes”) in a private placement (the “offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Omnicell also intends to grant the initial purchasers of the notes an option to purchase, during a 13-day period beginning on, and including, the first date on which the notes are issued, up to an additional $22.5 million aggregate principal amount of notes.

 

The notes will be general unsecured, senior obligations of Omnicell, will accrue interest payable semiannually in arrears and will mature on December 1, 2029, unless earlier converted, redeemed or repurchased. Upon conversion, Omnicell will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, shares of Omnicell’s common stock or a combination of cash and shares of Omnicell’s common stock, at Omnicell’s election, in respect of the remainder, if any, of Omnicell’s conversion obligation in excess of the aggregate principal amount of the notes being converted. The interest rate, initial conversion rate, redemption or repurchase rights and other terms of the notes will be determined at the time of pricing of the offering.

 

Omnicell expects to use a portion of the net proceeds from the offering to pay the cost of the convertible note hedge transactions described below (after such cost is partially offset by the proceeds to Omnicell from the sale of warrants in the warrant transactions described below). In addition, Omnicell expects to use the remaining net proceeds from the offering, together with cash on hand, to repurchase for cash up to $400.0 million aggregate principal amount of Omnicell’s outstanding 0.25% Convertible Senior Notes due 2025 (the “2025 notes”) as described below. If the initial purchasers exercise their option to purchase additional notes, Omnicell expects to sell additional warrants to the option counterparties and use a portion of the net proceeds from the sale of the additional notes, together with the proceeds from the sale of additional warrants, to enter into additional convertible note hedge transactions and the remaining net proceeds for repurchases of the 2025 notes or for working capital and other general corporate purposes.

 

In connection with the pricing of the notes, Omnicell expects to enter into convertible note hedge transactions with one or more of the initial purchasers or their respective affiliates and/or other financial institutions (the “option counterparties”). Omnicell also expects to enter into warrant transactions with the option counterparties. The convertible note hedge transactions are expected generally to reduce the potential dilution to Omnicell’s common stock upon any conversion of notes and/or offset any cash payments Omnicell is required to make in excess of the principal amount of converted notes, as the case may be. However, the warrant transactions could separately have a dilutive effect on Omnicell’s common stock to the extent that the market price per share of Omnicell’s common stock exceeds the strike price of the warrants. If the initial purchasers exercise their option to purchase additional notes, Omnicell expects to enter into additional convertible note hedge transactions and additional warrant transactions with the option counterparties.

 

In connection with establishing their initial hedges of the convertible note hedge and warrant transactions, Omnicell expects the option counterparties or their respective affiliates to enter into various derivative transactions with respect to Omnicell’s common stock and/or purchase shares of Omnicell’s common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Omnicell’s common stock or the notes at that time.

 

In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Omnicell’s common stock and/or purchasing or selling Omnicell’s common stock or other securities of Omnicell in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so in connection with any conversion, redemption or repurchase of the notes). This activity could also cause or avoid an increase or a decrease in the market price of Omnicell’s common stock or the notes, which could affect a noteholder’s ability to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the number of shares of Omnicell’s common stock, if any, and value of the consideration, if any, that a noteholder will receive upon conversion of the notes.

 

 

Concurrently with the pricing of the notes in the offering, Omnicell expects to enter into one or more separate and individually negotiated transactions with certain holders of the 2025 notes to repurchase for cash up to $400.0 million aggregate principal amount of its 2025 notes (the “note repurchases”). The terms of the note repurchases are anticipated to be individually negotiated with each holder of the 2025 notes and will depend on several factors, including the market price of Omnicell’s common stock and the trading price of the 2025 notes at the time of such note repurchases. No assurance can be given as to how much, if any, of the 2025 notes will be repurchased or the terms on which they will be repurchased. Omnicell expects to negotiate the note repurchases through one of the initial purchasers and/or its affiliate. This press release is not an offer to repurchase the 2025 notes and the offering of the notes is not contingent upon the repurchase of the 2025 notes. Omnicell may also repurchase additional outstanding 2025 notes following the completion of the offering.

 

Omnicell expects that holders of the 2025 notes that are repurchased by Omnicell as described above may enter into or unwind various derivatives with respect to Omnicell’s common stock (including entering into derivatives with one or more of the initial purchasers in the offering or their respective affiliates) and/or purchase or sell shares of Omnicell’s common stock concurrently with or shortly after the pricing of the notes.

 

In connection with the issuance of the 2025 notes, Omnicell entered into convertible note hedge transactions (the “existing convertible note hedge transactions”) and warrant transactions (the “existing warrant transactions” and, together with the existing convertible note hedge transactions, the “existing call spread transactions”) with one of the initial purchasers and certain financial institutions (the “existing counterparties”). To the extent Omnicell repurchases any 2025 notes, it may enter into agreements with the existing counterparties concurrently with or shortly after the pricing of this offering to unwind a portion of the existing convertible note hedge transactions in a notional amount corresponding to the principal amount of the 2025 notes so repurchased. In addition, Omnicell may enter into agreements with the existing counterparties concurrently with or shortly after the pricing of this offering to unwind a portion of the existing warrant transactions with respect to a number of shares of Omnicell’s common stock equal to the notional shares underlying such 2025 notes so repurchased.

 

In connection with such terminations and the related unwinding of the existing hedge position of the existing counterparties with respect to such transactions, such existing counterparties and/or their respective affiliates may sell shares of Omnicell’s common stock in secondary market transactions and/or unwind various derivative transactions with respect to Omnicell’s common stock concurrently with or shortly after the pricing of the notes.

 

The repurchases of the 2025 notes and any unwind of the existing call spread transactions described above, and the potential related market activities by holders of the 2025 notes that are repurchased by Omnicell and the existing counterparties, as applicable, could increase (or reduce the size of any decrease in) or decrease (or reduce the size of any increase in) the market price of Omnicell’s common stock, which may affect the trading price of the notes offered in the offering at that time and, to the extent effected concurrently with the pricing of this offering, the initial conversion price of the notes. Omnicell cannot predict the magnitude of such market activity or the overall effect it will have on the price of the notes offered in the offering or its common stock.

 

Neither the notes, nor the shares of Omnicell’s common stock issuable upon conversion of the notes, if any, have been, or will be, registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

 

 

This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall it constitute an offer to sell, solicitation of an offer to buy or sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

 

About Omnicell

 

Since 1992, Omnicell has been committed to transforming pharmacy care through outcomes-centric innovation designed to optimize clinical and business outcomes across all settings of care. Through a comprehensive portfolio of robotics, smart devices, intelligent software, and expert services, Omnicell solutions are helping healthcare facilities worldwide to reduce costs, improve labor efficiency, establish new revenue streams, enhance supply chain control, support compliance, and move closer to the industry vision of the Autonomous Pharmacy.

 

Forward-Looking Statements

 

This press release contains “forward-looking” statements that involve risks and uncertainties, including statements concerning the proposed terms of the notes, the convertible note hedge and warrant transactions, the note repurchases and the unwind of the existing call spread transactions, the completion, timing and size of the proposed offering of the notes and the convertible note hedge and warrant transactions, the anticipated use of proceeds from the offering, including the proposed note repurchases, and the potential impact of the foregoing or related transactions on dilution to holders of Omnicell’s common stock, and the market price of Omnicell’s common stock or the notes or the conversion price of the notes. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from Omnicell’s plans. These risks include, but are not limited to, market risks, trends and conditions, Omnicell’s ability to complete the proposed offering on the expected terms, or at all, whether Omnicell will be able to satisfy closing conditions related to the proposed offering, whether and on what terms Omnicell may repurchase any of the 2025 notes, changes in the structure or terms of the convertible note hedge and warrant transactions, changes in the structure or terms of the unwind of the existing call spread transactions and unanticipated uses of capital and those risks included in the section titled “Risk Factors” in Omnicell’s Securities and Exchange Commission (“SEC”) filings and reports, including its Annual Report on Form 10-K for the year ended December 31, 2023 and other filings that Omnicell makes from time to time with the SEC, which are available on the SEC’s website at www.sec.gov. All forward-looking statements contained in this press release speak only as of the date on which they were made. Omnicell undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

 

Contact

 

Kathleen Nemeth 

Senior Vice President, Investor Relations 

650-435-3318 

Kathleen.Nemeth@omnicell.com

 

 

v3.24.3

Cover	Nov. 18, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 18, 2024
Entity File Number	000-33043
Entity Registrant Name	OMNICELL, INC.
Entity Central Index Key	0000926326
Entity Tax Identification Number	94-3166458
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4220 North Freeway
Entity Address, City or Town	Fort Worth
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	76137
City Area Code	877
Local Phone Number	415-9990
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	OMCL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

---