Item 1.01 Entry into a Material Definitive Agreement
The Mergers
On
The transaction will occur through multiple steps. First, the Company will form
a direct and wholly owned subsidiary to be incorporated as a
The Merger Agreement provides that, upon completion of the First Merger, each
share of Canyon Newco common stock issued and outstanding immediately prior to
the First Merger (other than dissenting shares and common stock of Canyon Newco
owned by any Company Subsidiary, STERIS, US Holdco, or Crystal Merger Sub to be
cancelled in accordance with the Merger Agreement) will be converted into the
right to receive: (1)
Treatment of Company RSU Awards
Representations and Warranties; Covenants
The Merger Agreement contains customary representations, warranties and covenants by the parties thereto. Cantel has agreed not to solicit any offer or proposal for specified alternative transactions, or, subject to certain exceptions relating to the receipt of an unsolicited offer or proposal that may result in a "superior proposal" (as defined in the Merger Agreement), to participate in discussions or engage in negotiations regarding such an offer or proposal, and furnish nonpublic information in connection with such an offer or proposal. Subject to the terms of the Merger Agreement, the Board is also permitted to change its recommendation in response to a "superior proposal" or an "intervening event" (as defined in the Merger Agreement). The Merger Agreement also requires the parties thereto to undertake certain efforts to obtain the required regulatory approvals for the transaction, subject to certain limitations.
Closing Conditions
Each of Cantel's and STERIS's obligations to consummate the Mergers is subject
to a number of conditions, including, among others, the following, as further
described in the Merger Agreement: (i) approval of Cantel's stockholders of the
adoption of the Merger Agreement; (ii) effectiveness of the registration
statement on Form S-4 registering the STERIS shares to be issued in the First
Merger; (iii) expiration of the waiting period (or extension thereof) under the
Hart-Scott-Rodino Antitrust Improvement Act of 1976 and other foreign regulatory
approvals; (iv) the shares of STERIS to be issued in the First Merger being
approved for listing on the
Termination and Termination Fees
The Merger Agreement contains certain customary termination rights, including,
among others, the following: (a) the right of either STERIS or Cantel to
terminate the Merger Agreement if Cantel's stockholders fail to adopt the Merger
Agreement at the Company special meeting; (b) the right of Cantel to terminate
the Merger Agreement in order to enter into a definitive agreement providing for
a "superior proposal"; (c) the right of STERIS to terminate the Merger Agreement
if (i) the Board changes its recommendation with respect to the transaction,
(ii) a competing tender or exchange offer has been commenced and Cantel has not
communicated to its stockholders a statement recommending rejection of the
competing proposal within 10 business days, or (iii) Cantel has committed a
material uncured breach of the covenants relating to non-solicitation, the
Company special meeting or the registration statement on Form S-4 and the Proxy
Statement/Prospectus; (d) the right of either STERIS or Cantel to terminate the
Merger Agreement if the First Merger has not occurred by
Cantel must pay a termination fee of
The foregoing description of the Mergers and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 hereto, and is incorporated into this report by reference.
Item 8.01 Other Events
In addition,
The Merger Agreement has been included to provide security holders with information regarding its terms. It is not intended to provide any other factual information about the Company, STERIS or their respective subsidiaries and affiliates. These representations and warranties were made solely for the benefit of the other parties to the Merger Agreement and are not intended to be treated as categorical statements of fact, but rather as a way of allocating risk to one of the parties if those statements prove to be inaccurate, and (a) may have been qualified in the Merger Agreement by confidential disclosure schedules that were delivered to the other party in connection with the signing of the Merger Agreement, which disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the Merger Agreement, (b) may be subject to standards of materiality applicable to the parties that differ from what might be viewed as material to stockholders and (c) were made only as of the date of the Merger Agreement or such other date or dates as may be specified in the Merger Agreement. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company or STERIS. Accordingly, you should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or STERIS.
Important Information for Investors and Shareholders
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. In connection with the
proposed merger between STERIS and Cantel, STERIS will file with the
Participants in the Merger Solicitation
STERIS, Cantel, their respective directors and certain of their respective
executive officers and employees may be considered participants in the
solicitation of proxies in connection with the proposed transaction. Information
regarding the persons who may, under the rules of the
Cautionary Statement Regarding Forward-Looking Statements
This communication contains "forward-looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995 and other securities laws, for which we claim the protection of the safe harbor for forward-looking statements contained in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements include, but are not limited to, statements about the benefits of the acquisition of Cantel by STERIS, including future financial and operating results, Cantel's or STERIS's plans, objectives, expectations and intentions and the expected timing of completion of the transaction. These statements are based on current expectations, estimates, or forecasts about our businesses, the industries in which we operate, and the current beliefs and assumptions of management; they do not relate strictly to historical or current facts. Without limiting the foregoing, words or phrases such as "expect," "anticipate," "goal," "project," "intend," "plan," "believe," "seek," "may," "could," "enable," and "opportunity" and variations of such words and similar expressions generally identify forward-looking statements. Risks and uncertainties associated with these forward-looking statements include the potential that we may not be able to consummate the transaction, or that the expected benefits and opportunities of the transaction may not be realized or may take longer to realize than expected, or that required regulatory approvals may not be obtained as quickly as expected, or at all. There are also risks and uncertainties related to the subsequent integration of the companies; the ability to recognize the anticipated synergies and benefits of the acquisition; restructuring in connection with, and successful closing of, the transaction; the ability to obtain required regulatory approvals for the transaction (including the approval of antitrust authorities necessary to complete the acquisition); the timing of obtaining such approvals and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction? the ability to obtain the requisite Cantel shareholder approval? the risk that a condition to closing of the transaction may not be satisfied on a timely basis or at all? the failure of the transaction to close for any other reason? risks relating to the value of the STERIS shares to be issued in the transaction? access to available financing (including financing for the transaction) on a timely basis and on reasonable terms; the impact of competitive products and pricing; the impact of the COVID-19 pandemic on our operations and financial results; general economic conditions; and technological and market changes in our industry. We caution that undue reliance should not be placed on such forward-looking statements, which speak only as of the date made. Some of the factors which could cause results to differ from those expressed in any forward-looking statement are set forth in our most recent Annual Report on Form 10-K, which we may update in Quarterly Reports on Form 10-Q we have filed or will file hereafter. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. This cautionary statement is applicable to all forward-looking statements contained in this communication.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit 2.1 Agreement and Plan of Merger, dated as ofJanuary 12, 2021 , by and among STERIS plc,Solar New US Holding Co, LLC , Crystal Merger Sub 1, LLC andCantel Medical Corp. * Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Schedules and exhibits have been omitted pursuant
to Item 601(b)(2) of Regulation S-K.
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