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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 1, 2010
HAEMONETICS CORPORATION
(Exact name of registrant as specified in its charter)
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Massachusetts
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1-10730
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04-2882273 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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400 Wood Road
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02184 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code 781-848-7100
(Former name or former 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 (see General
Instruction A.2. below):
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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)) |
Item 7.01 REGULATION FD DISCLOSURE
On January 31, 2010, Haemonetics Corporation (the Company) entered a definitive agreement under
which they will acquire Global Med Technologies, Inc. for approximately $60 million in a cash
tender offer.
The information in this current report on Form 8-K and the exhibit attached hereto shall not be
deemed filed for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the
Exchange Act) or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act,
regardless of any general incorporation language in such filing.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
99.1: Press Release of Haemonetics Corporation dated February 1, 2010 announcing the definitive
agreement with Global Med Technologies, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities 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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HAEMONETICS CORPORATION
(Registrant)
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Date: February 1, 2010 |
/s/ Christopher Lindop
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Christopher Lindop, Chief Financial Officer |
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and VP Business Development |
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EXHIBIT INDEX
99.1 Press Release issued by Haemonetics Corporation announcing agreement with Global Med
Technologies, Inc. on February 1, 2010.
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exv99w1
Exhibit 99.1
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For Release:
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Contact: |
Date February 1, 2010
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Haemonetics Corporation |
Time 8:30 am Eastern
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Julie Fallon |
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Tel. (781) 356-9517 |
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Alt. Tel. (617) 320-2401 |
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Global Med Technologies, Inc. |
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Michael I. Ruxin, M.D. |
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Tel. (303) 238-2000 |
Haemonetics Announces Definitive Agreement to Acquire Global Med
Technologies, Inc.
Strategic Acquisition Broadens Blood Management Software Solutions to
Customers across the Blood Supply Chain
February, 1, 2010, El Dorado Hills, CA and Braintree, MA, USA and Limonest, France Haemonetics
Corporation (NYSE: HAE) and Global Med Technologies, Inc. (OTCBB: GLOB) today announced a
definitive agreement under which Haemonetics will acquire Global Med for approximately $60 million
in a cash tender offer.
As a global leader in blood management solutions, Haemonetics helps plasma fractionators, hospitals
and blood collectors to improve clinical care and lower costs by optimizing the collection,
processing, and use of scarce blood resources. Haemonetics broad product offering includes blood
collection and separation technologies, surgical blood salvage systems, and diagnostic products for
enhanced blood management in the surgical setting. Haemonetics also markets information technology
platforms and consulting services to help manage the blood supply chain and improve blood
management practices.
Global Med is a healthcare information technology company which markets a breadth of software
solutions and services that span the blood supply continuum, from blood collection to the hospital
transfusion center to the patient care environment.
Under the terms of the agreement, Haemonetics will commence a tender offer to purchase all
outstanding shares of Global Meds common stock at $1.22 per share and preferred stock at
approximately $1,694 per share. The tender offer is conditioned on the tender of a majority of the
outstanding shares of Global Meds common and preferred stock, and subject to other customary
closing conditions. The $60 million estimated net value of the transaction is based on Global
Meds 49 million diluted common equivalent shares outstanding. Haemonetics will fund the
acquisition from available cash and anticipates that it will continue to have more than $100
million in cash on the balance sheet at fiscal year end.
Brian Concannon, President and CEO of Haemonetics, said, Efficient blood management is now being
recognized as a critical component of improving clinical care while reducing cost, and Haemonetics
is the only company positioned to address the needs of both the blood collection and transfusion
markets. Software is a key enabler for blood management, enhancing productivity, regulatory
compliance and quality.
Global Meds software offerings are a strategic complement to our existing products and will allow
us to offer customers an end-to-end software solution for blood management, from donor recruitment
to the patient transfusion.
Michael I. Ruxin, M.D., Chairman and CEO of Global Med, added, The integration of our two
companies is very exciting. We share a common strategy to provide blood management tools to
hospitals and blood centers that improve patient care and reduce costs. In the blood management
arena, Global Med brings a broad-based information technology platform offering that spans the
blood supply chain, while Haemonetics brings devices, software, and consulting services for optimal
blood management. This merger is especially advantageous to our customers, as well as the blood
center and hospital transfusion industry because we believe our combined organizations can provide
expanded access to new technologies and innovative products while leveraging the efficiencies of a
larger organization.
Global Meds domestic companies include Wyndgate Technologies®, a leader in software
products and services for donor centers and hospital transfusion services; eDonor®,
which offers web-based donor relationship management systems; PeopleMed®, which
implements cost-effective software validation, consulting and compliance solutions to hospitals and
donor centers, and Hemo-Net®, which offers hosting solutions for those customers wishing
to outsource the operation and maintenance of their databases. Global Meds European subsidiary,
Inlog SA, is a leading developer of donor center and transfusion management systems as well as
cellular therapy software, laboratory information systems and quality assurance medical software
systems internationally. Global Med had $24 million in revenues through the first nine months of
its current fiscal year.
Haemonetics expects the transaction to close in its fourth quarter fiscal 2010. Excluding the
impact of one time costs associated with the transaction, Haemonetics anticipates minimal dilution
to earnings per share in fiscal 2010 which is included in its updated guidance range of $2.80-$2.85
per share. The Company will review further details on its third quarter fiscal 2010 earnings
webcast scheduled for today, February 1, 2010, at 10:00 am Eastern time. To access the webcast,
visit http://phx.corporate-ir.net/phoenix.zhtml?p=irol-eventDetails&c=72118&eventID=2662404.
Haemonetics has posted frequently asked questions on its website at
http://www.haemonetics.com/site/content/km/factSheet.asp.
About Global Med Technologies, Inc.
Global Med Technologies, Inc. (OTCBB: GLOB) is an international healthcare information technology
company which develops regulated and non-regulated products and services for the healthcare
industry. As a leading provider of blood and laboratory systems and services, Global Meds products
are deployed in 20 countries and serve over 2,100 transfusion centers, blood banks and laboratory
sites.
Global Meds division, Wyndgate Technologies®, is a leader in software products and
services for donor centers and hospital transfusion services. Wyndgates eDonor® product
offers innovative web-based tools for donor relationship management. Hemo-Net®,
Wyndgates remote hosting service, provides secure, economical solutions for healthcare
organizations. PeopleMed®, Inc., a Global Med subsidiary, implements cost-
effective software validation, consulting and compliance solutions to hospitals and donor centers.
Global Meds European subsidiary, Inlog, SA, is a leading developer of donor center and transfusion
management systems as well as cellular therapy software, laboratory information systems and quality
assurance medical software systems internationally.
About Haemonetics Corporation
Haemonetics (NYSE: HAE) is a global healthcare company dedicated to providing innovative blood
management solutions for our customers. Together, our devices and consumables, information
technology platforms, and consulting services deliver a suite of business solutions to help our
customers improve clinical outcomes and reduce the cost of healthcare for blood collectors,
hospitals, and patients around the world. Our technologies address important medical markets:
blood and plasma component collection, the surgical suite, and hospital transfusion services. To
learn more about Haemonetics, visit our web site at http://www.haemonetics.com.
Additional Information
This press release is for informational purposes only and is not an offer to buy or the
solicitation of an offer to sell any securities. Atlas Acquisition Corp.s, a wholly-owned
subsidiary of Haemonetics, tender offer for the shares of Global Meds capital stock has not
commenced. The solicitation and the offer to buy shares of Global Meds capital stock will only be
made pursuant to a tender offer statement on a Schedule TO, including an offer to purchase and
other related material that Atlas Acquisition Corp. intends to file with the SEC. Global Med will
file a solicitation/recommendation statement on Schedule 14D-9. Once filed, Global Med
stockholders should read all of these materials carefully prior to making any decisions with
respect to the offer because they contain important information.
Once filed, Global Med stockholders will be able to obtain the tender offer statement on Schedule
TO, the offer to purchase, and related materials with respect to the offer, free of charge at the
SECs website at www.sec.gov, from the information agent named in the tender offer materials, or by
sending a written request to Atlas Acquisition Corp. Requests for documents from Atlas Acquisition
Corp. or Haemonetics should be submitted in writing to Haemonetics, Attn: Investor Relations, 400
Wood Road, Braintree, MA 02184 USA. In addition, Haemonetics and Global Med each file annual,
quarterly, and other reports with the SEC. Copies of these reports or other SEC filings are
available for free at the SEC public reference room at 100 F Street, NE, Washington, DC 20549 and
www.sec.gov.
This press release contains forward-looking statements that involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of Haemonetics and its consolidated subsidiaries could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including the expected benefits and costs of the transaction; management plans relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction considering the various closing conditions; any statements of the plans, strategies and objectives of management for future operations, including the execution of integration plans; any statements of expectation or belief; and any statements of assumptions underlying any of the fore
going. Risks, uncertainties and assumptions include the possibility that expected benefits of the transaction may not materialize as expected; that the transaction may not be timely completed, if at all; that, prior to the completion of the transaction, Global Med's business may not perform as expected due to transaction-related uncertainty or other factors; that the parties are unable to successfully implement integration strategies; and other risks that are described from time to time in Haemonetics' and Global Med's Securities and Exchange Commission reports, including but not limited to the risks described in Haemonetics' Annual Report on Form 10-K for its fiscal year ended March 28, 2009 and Global Med's Annual Report on Form 10-K for its fiscal year ended December 31, 2008. The foregoing list should not be construed as exhaustive. The forward-looking statements are based on estimates and assumptions and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual res
ults and experience could differ materially from the forward-looking statements. Haemonetics assumes no obligation and does not intend to update these forward-looking statements except as required by law.