Actionable news
All posts from Actionable news

Prospectuses and communications, business combinations




Washington, D.C. 20549



Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 26, 2015


(Exact name of registrant as specified in its charter)

Registrants telephone number, including area code: (949) 595-7200


(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:

Agreement and Plan of Merger

On October 26, 2015, Endologix, Inc., a Delaware corporation (Endologix or Parent), entered into an Agreement and Plan of Merger (the Merger Agreement) with TriVascular Technologies, Inc., a Delaware corporation (TriVascular), and Parents wholly owned subsidiary, Teton Merger Sub, Inc., a Delaware corporation (Merger Sub). Subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into TriVascular (the Merger) with TriVascular surviving the Merger as a wholly-owned subsidiary of the Parent. Closing of the Merger is expected to occur in January 2016.

Under the terms and conditions of the Merger Agreement, at the effective time of the Merger, all outstanding shares of capital stock of TriVascular will be cancelled and converted into the right to receive merger consideration with a value, based on the closing price of Endologixs common stock on October 23, 2015, equal to up to approximately $211 million at closing, subject to certain adjustments specified in the Merger Agreement (the Merger Consideration). Approximately $187 million of the Merger Consideration payable to TriVascular stockholders will be payable in shares of Endologix common stock issued at closing. This represents the value of 19.999% of Endologixs common stock as of October 23, 2015. Subject to certain adjustments specified in the Merger Agreement, up to the remaining approximately $24 million of the Merger Consideration will be payable in cash at closing. Parent, the Company and Merger Sub intend, for U.S. federal income tax purposes, that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986.

The Merger Agreement includes customary representations, warranties and covenants of Endologix, TriVascular and Merger Sub. Endologix and TriVascular have agreed to operate their respective businesses in the ordinary course until completion of the Merger. TriVascular has also agreed not to solicit or initiate discussions with third parties regarding other proposals to acquire TriVascular and to certain restrictions on its ability to respond to any such proposals. The Merger Agreement contains customary closing conditions, including the requisite consent to the adoption of the Merger Agreement by TriVasculars stockholders and the expiration or termination of the waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The consummation of the Merger is not subject to a financing condition.

The Merger Agreement also includes customary termination provisions for both TriVascular and Endologix, subject, in certain circumstances, to the payment by TriVascular or Endologix of a termination fee of 3.0% or 4.5%, respectively, of the aggregate purchase price. TriVascular must pay Endologix the 3.0% termination fee following a change of recommendation by the board of directors of TriVascular or if TriVascular terminates the Merger Agreement to enter into an agreement with respect to a proposal from a third party that the board of directors of TriVascular has determined in good faith in the exercise of its fiduciary duties is superior to Endologixs, in each case, as is described in further detail in the Merger Agreement. Endologix must pay TriVascular the 4.5% termination fee if Endologix is unable to obtain antitrust approval of the Merger.

The Merger Agreement and the Merger were unanimously approved by the board of directors of Endologix.

Voting Agreements

On October 26, 2015, concurrently with the execution of the Merger Agreement, Endologix and Merger Sub entered into voting agreements with...