Item 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
As previously disclosed in the Current Report on Form 8-K filed by Hill-Rom Holdings, Inc. (“Hillrom”) with the Securities and Exchange Commission on January 19, 2021, on January 15, 2021, Hill-Rom, Inc., a wholly owned subsidiary of Hillrom, entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Hill-Rom, Inc., Barcelona Merger Sub, Inc. (“Merger Sub”), Bardy Diagnostics, Inc. (“Bardy”) and Fortis Advisors LLC (as Equityholders’ Representative), providing for the acquisition of Bardy by Hillrom. Pursuant to the terms of the Merger Agreement, on August 6, 2021 (the “Closing Date”), Merger Sub was merged with and into Bardy, with Bardy surviving the merger as a wholly owned indirect subsidiary of Hillrom (the “Merger”), and the Merger was completed.
As a result of the Merger, on the Closing Date, Hillrom, through its wholly owned subsidiary, acquired all of the assets comprising Bardy’s business of the design, development, manufacture, production, assembly, marketing, promotion, distribution, sale, clinical use and other commercialization activities involving certain currently-marketed and in-development cardiac digital health, diagnostic, data management and remote patient monitoring devices, technologies and services.
Pursuant to the terms of the Merger Agreement, on the Closing Date, holders of outstanding shares of Bardy common and preferred stock and holders of Bardy warrants, stock options and other equity-related awards (collectively, the “Holders”) received cash in the amount of approximately $367 million which was comprised of approximately (i) $335 million related to the closing date purchase price, (ii) $24 million related to an indemnity claim settlement payment, and (iii) $8 million related to accrued interest, subject to further adjustments as set forth under the terms of the Merger Agreement. Hillrom also paid approximately (i) $36 million related to the payment of outstanding indebtedness, (ii) $3 million in escrow amounts, and (iii) $5 million in transaction expenses. Additional contingent cash consideration will be payable to the Holders based on the revenue generated from the acquired cardiac monitoring product during the first two calendar years starting with the calendar year in which the transaction is closed.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the actual terms of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to Hillrom’s Current Report on Form 8-K filed on January 19, 2021 and is incorporated herein by reference.
Hillrom has determined that it is not required to file separate financial statements of Bardy under Rule 3-05 of Regulation S-X or pro forma financial information relating to the acquisition of Bardy under Article 11 of Regulation S-X.