Business Context and Reporting Period
This Form 8-K was filed by Greatbatch, Inc. on November 16, 2007, reporting the completion of an asset acquisition on that same date. The registrant acquired substantially all assets of Quan Emerteq, LLC, a Minnesota-based designer and manufacturer of single-use medical devices for vascular, cardiac rhythm management, and neurostimulation markets.
Key Financial Metrics and Transaction Details
- Acquisition Consideration: $55 million in cash, subject to a working capital adjustment.
- Real Property Acquisition: $3.3 million in cash for leased real property used by the seller.
- Equity Issuance: 60,000 shares of Greatbatch common stock issued to acquire a 50% membership interest in Chambers Medical, LLC (holder of seller's intellectual property).
- Financial Statements: No audited financial statements or pro forma information were filed as the acquired entity did not meet the "significant subsidiary" threshold under Regulation S-X.
Material Changes
The primary material change is the expansion of Greatbatch's product portfolio and manufacturing capabilities through the acquisition of Quan Emerteq, LLC. The transaction involved the assumption of defined liabilities and the acquisition of specific intellectual property via Chambers Medical, LLC.
Guidance, Outlook, and Risks
The filing does not provide specific forward-looking guidance, management commentary on future performance, or detailed risk factors beyond the standard transaction mechanics. The transaction was executed pursuant to an Asset Purchase Agreement dated October 29, 2007. The equity portion of the deal was issued under Section 4(2) of the Securities Act of 1933 as an unregistered sale.
Investor Verification Checklist
- Verify the final working capital adjustment amount to determine the exact total cash consideration paid.
- Review the attached Press Release (Exhibit 99.1) for strategic rationale and integration plans.
- Confirm the valuation of the 60,000 shares of common stock issued at the time of the transaction.
- Assess the impact of the $58.3 million total cash outflow ($55M + $3.3M) on the company's liquidity position.