Integra LifeSciences to Acquire Acclarent for $271M

TL;DR

Integra buying Acclarent for $271M to boost its ENT business. Deal expected Q3 2024.

AI Summary

Integra LifeSciences Holdings Corp. announced on May 9, 2024, that it has entered into a definitive agreement to acquire Acclarent, Inc. from Ethicon Inc., a subsidiary of Johnson & Johnson, for $271 million in cash. This strategic acquisition is expected to enhance Integra's portfolio in the ear, nose, and throat (ENT) market. The transaction is anticipated to close in the third quarter of 2024, subject to customary closing conditions.

Why It Matters

This acquisition significantly expands Integra's presence in the ENT surgical market, potentially leading to new product offerings and increased market share.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions and regulatory approvals, which could delay or prevent its completion.

Key Numbers

• $271 million — Acquisition Price (Cash payment by Integra LifeSciences for Acclarent, Inc.)

Key Players & Entities

• Integra LifeSciences Holdings Corp. (company) — Acquiring company
• Acclarent, Inc. (company) — Company being acquired
• Ethicon Inc. (company) — Seller of Acclarent, Inc.
• Johnson & Johnson (company) — Parent company of Ethicon Inc.
• $271 million (dollar_amount) — Purchase price for Acclarent, Inc.
• May 9, 2024 (date) — Date of the definitive agreement
• third quarter of 2024 (date) — Expected closing period for the acquisition

FAQ

Key Financial Figures

• $50 million — ther Events The Company is planning a $50 million share repurchase as a part of a previou

Filing Documents

• iart-20240509.htm (8-K) — 51KB
• amendmenttoequityincenti.htm (EX-10.1) — 6KB
• amendmenttoequityincenti001.jpg (GRAPHIC) — 242KB
• amendmenttoequityincenti002.jpg (GRAPHIC) — 65KB
• amendmenttoequityincenti003.jpg (GRAPHIC) — 46KB
• 0000917520-24-000066.txt ( ) — 697KB
• iart-20240509.xsd (EX-101.SCH) — 2KB
• iart-20240509_def.xml (EX-101.DEF) — 14KB
• iart-20240509_lab.xml (EX-101.LAB) — 25KB
• iart-20240509_pre.xml (EX-101.PRE) — 15KB
• iart-20240509_htm.xml (XML) — 3KB

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders The Annual Meeting of the Company was held on May 9, 2024. The proposals considered at the Annual Meeting are described in detail in the Proxy Statement. The final results of the matters submitted to a vote of stockholders at the Annual Meeting are as follows: Item No. 1: All of the nominees for director of the Board of Directors (the "Board") of the Company were elected to serve until the Company's 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, by the votes set forth below. Nominees For Against Abstain Broker Non-Vote Keith Bradley, Ph.D. 67,216,246 4,649,295 247,151 2,554,795 Shaundra D. Clay 71,423,197 442,770 246,725 2,554,795 Jan De Witte 70,674,999 1,148,858 288,835 2,554,795 Stuart M. Essig, Ph.D. 70,184,418 1,688,607 239,667 2,554,795 Jeffrey A. Graves, Ph.D. 71,320,630 546,018 246,044 2,554,795 Barbara B. Hill 70,230,225 1,642,410 240,057 2,554,795 Renee W. Lo 71,295,583 571,590 245,519 2,554,795 Raymond G. Murphy 70,601,816 1,264,003 246,873 2,554,795 Christian S. Schade 67,413,163 4,450,099 249,430 2,554,795 Item No. 2: The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the 2024 fiscal year, by the votes set forth below. For Against Abstain Broker Non-Vote 73,739,121 682,073 246,293 0 Item No. 3: The stockholders approved, on an advisory, non-binding basis, the compensation of the Company's named executive officers, by the votes set forth below. For Against Abstain Broker Non-Vote 71,007,250 857,177 248,265 2,554,795 Item No. 4: The stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended, to limit the liability of certain officers of the Company as permitted by recent amendments to the General Corporation Law of the State of Delaware, by the votes set forth below:

01. Other Events

Item 8.01. Other Events The Company is planning a $50 million share repurchase as a part of a previous approval by the Board. The Company may repurchase shares at its discretion, subject to applicable regulatory and other legal requirements. The number of shares to be repurchased and the timing of such transactions will depend on a variety of factors, including market conditions, regulatory requirements, and other corporate considerations, and could be suspended or discontinued at any time as determined by management. Commencement of share repurchases is expected to occur in the second quarter of 2024 and the Company may utilize various methods to effect the repurchases, including open market transactions, privately negotiated transactions, transactions structured through investment banking institutions, including accelerated share repurchases, or a combination of the foregoing, some of which may be effected through Rule 10b5-1 plans. Cautionary Note Regarding Forward-Looking Statements This Form 8-K contains forward-looking statements, including statements related to the Company's expectations with respect to the repurchase of common stock, including the timing and manner of any purchases under the Company's authorized stock repurchase program. These forward-looking statements are covered by the "Safe Harbor for Forward-Looking Statements" provided by the Private Securities Litigation Reform Act of 1995. The Company has tried to identify these forward looking statements by using words such as "expect," "anticipate," "estimate," "plan," "will," "would," "should," "could," "intend" or similar expressions, but these words are not the exclusive means for identifying such statements. The Company cautions that a number of risks, uncertainties and other factors could cause the Company's plans and actual results to differ materially from those expressed in, or implied by, the forward-looking statements. Such factors include, but are not limited to, changes in the mar

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits 10.1 Amendment No. 1 to the Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan 104 Cover Page Interactive Data File (embedded within the inline XRBL document)

SIGNATURES

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. INTEGRA LIFESCIENCES HOLDINGS CORPORATION Date: May 13, 2024 By: /s/ Eric I. Schwartz Eric I. Schwartz Title: Executive Vice President, Chief Legal Officer and Secretary

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View this 8-K filing on SEC EDGAR