Item 1.01 Entry into a Material Definitive Agreement.
On January 17, 2021, Haemonetics Corporation (the "Company") entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Cardiva Medical,
Inc., a Delaware corporation ("Cardiva"), Concordia Merger Sub, Inc., a Delaware
corporation and wholly-owned subsidiary of the Company ("Merger Sub"), and
Fortis Advisors LLC, a Delaware limited liability company, as the Seller's
Representative, pursuant to which Merger Sub will merge with and into Cardiva,
with Cardiva surviving as a wholly-owned subsidiary of the Company (the
"Merger"). The Company will pay upfront consideration of $475 million in cash,
subject to customary working capital and certain other adjustments as of the
closing of the Merger (the "Closing"), as well as up to an additional $35
million in contingent consideration payable over the next two years based on
sales growth.
The Merger Agreement provides that, subject to the terms and conditions set
forth therein, at the effective time of the Merger, unless otherwise specified
in the Merger Agreement, all of the shares of common stock and preferred stock
of Cardiva issued and outstanding immediately prior to the effective time of the
Merger (other than certain stock owned by the Company or Cardiva and certain
dissenting shares, if any) will no longer be outstanding and will automatically
be cancelled and will be retired and cease to exist, and each holder thereof
will cease to have any rights with respect thereto, except the right to receive
the applicable consideration calculated as set forth in the Merger Agreement.
In addition, each in-the-money option to purchase shares of common stock of
Cardiva that is outstanding (whether vested or unvested) immediately prior to
the Closing will automatically be cancelled and only entitle the holder of such
option to receive an amount of cash calculated as set forth in the Merger
Agreement, without interest. Each warrant that is outstanding immediately prior
to the Closing will automatically be cancelled and each holder thereof will be
entitled to receive an amount of cash calculated as set forth in the Merger
Agreement, without interest. In addition, certain of Cardiva's employees will be
entitled to change in control bonus payments under Cardiva's employee retention
plan provided that such employee remains employed by Cardiva immediately prior
to the Closing.
The Merger Agreement contains representations, warranties and covenants by the
parties customary for a transaction of this nature, including covenants with
respect to cooperation, regulatory approvals, the conduct and operation of
Cardiva prior to the closing (including Cardiva's agreement not to solicit
alternative transactions or enter into discussions concerning, or provide
confidential information in connection with, an alternative transaction) and
similar matters. Other than in the case of fraud, Cardiva will have no
obligation to indemnify the Company under the Merger Agreement for breaches of
representations or warranties with respect to Cardiva, and the Company's
recourse for any such breaches will be limited to a representations and
warranties insurance policy to be purchased by the Company prior to the Closing.
On January 17, 2021, following execution of the Merger Agreement, Cardiva
delivered the written consent of a majority of each of the common stock and
preferred stock holders of Cardiva, voting on an as converted basis, approving
and authorizing the Merger pursuant to the Merger Agreement, which is sufficient
to satisfy the stockholder vote requirement for the Merger under applicable law
and Cardiva's charter documents.
The transaction is not subject to a financing contingency, and the Company
expects to finance the transaction through a combination of its cash on hand,
revolving credit facility and an additional $150 million term loan under its
existing credit facility. The Merger Agreement also contains certain termination
rights, including, among others, the right of either party to terminate the
Merger Agreement if the Merger has not occurred by April 17, 2021 and the
failure to consummate is not caused by a breach of the Merger Agreement by the
terminating party.
The Merger is expected to close in the first quarter of calendar 2021 and is
subject to the satisfaction or waiver of certain customary mutual closing
conditions. The Merger Agreement and the Merger have been unanimously approved
by the boards of directors of the Company and Cardiva.
The foregoing description of the Merger Agreement and the transactions
contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the full text of the Merger Agreement, a copy of which
will be filed with the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 26, 2020.

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The above description of the Merger Agreement is not intended to provide any
other factual information about the Company, Cardiva, or their respective
subsidiaries or affiliates. The representations, warranties and covenants
contained in the Merger Agreement were made only for purposes of the Merger
Agreement and only as of specific dates, were solely for the benefit of the
parties to the Merger Agreement, and may be subject to limitations agreed upon
by the parties in connection with negotiating the terms of the Merger Agreement,
including being qualified by confidential disclosures made by each party to the
other for the purposes of allocating contractual risk between them. In addition,
certain representations and warranties may be subject to a contractual standard
of materiality different from those generally applicable to investors and may
have been used for the purpose of allocating risk between the parties rather
than establishing matters as facts. 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 Cardiva. Investors should not rely on
the representations, warranties or covenants or any description thereof as
characterizations of the actual state of facts or condition of the Company,
Cardiva or any of their respective subsidiaries, affiliates or businesses.
Item 7.01 Regulation FD Disclosure.
On January 20, 2021, the Company issued a press release announcing its entry
into the Merger Agreement and that the Company will hold a conference call with
financial analysts and investors at 8:00 a.m. Eastern Time on January 20, 2021
to discuss the announcement of the Merger Agreement and answer questions. A copy
of the press release is attached to this Current Report on Form 8-K as Exhibit
99.1.
The information furnished in this Item 7.01 shall not be deemed to be "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or otherwise subject to the liability of such section, nor
shall such information be deemed to be incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, regardless of
the general incorporation language of such filing, except as shall be expressly
set forth by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements about the
Merger Agreement and the Merger, including, but not limited to, statements
related to the timing of completion of the Merger and the consummation of the
Merger, the anticipated financing of the Merger and other statements that are
not historical facts. Such forward-looking statements are not meant to predict
or guarantee actual results, performance, events or circumstances and may not be
realized because they are based upon the Company's current projections, plans,
objectives, beliefs, expectations, estimates and assumptions and are subject to
a number of risks and uncertainties and other influences. Actual results and the
timing of certain events and circumstances may differ materially from those
described by the forward-looking statements as a result of these risks and
uncertainties, which include, without limitation, the risk that the Merger may
not be completed in a timely manner or at all due to, among other factors,
failure to receive required regulatory approvals or satisfy other closing
conditions, and the risk that using debt to finance, in part, the Merger will
substantially increase the Company's indebtedness. Investors should consult the
Company's filings with the Securities and Exchange Commission (including the
Company's reports on Forms 10-K, 10-Q and 8-K) for information about additional
risks and uncertainties that could cause the Company's actual results to differ
materially from these forward-looking statements. The Company undertakes no duty
or obligation to update any forward-looking statements contained in this Current
Report on Form 8-K as a result of new information, future events or changes in
its expectations.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number                Description
  99.1                        Press Release issued by Haemonetics Corporation on January 20, 2021
104                           Cover Page Interactive Data File (embedded

within the Inline XBRL document)

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