OWENS & MINOR INC/VA/

Transcription

1 OWENS & MINOR INC/VA/ FORM 8-K (Current report filing) Filed 10/01/14 for the Period Ending 10/01/14 Address 9120 LOCKWOOD BLVD MECHANICSVILLE, VA Telephone CIK Symbol OMI SIC Code Medical, Dental, and Hospital Equipment and Supplies Industry Medical Equipment & Supplies Sector Healthcare Fiscal Year 12/31 Copyright 2014, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C 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) October 1, 2014 (October 1, 2014) OWENS & MINOR, INC. (Exact name of Registrant as specified in charter) Virginia (State or other jurisdiction (Commission (IRS employer of incorporation) file number) identification no.) 9120 Lockwood Blvd., Mechanicsville, Virginia (Address of principal executive offices) (Zip code) Registrant s telephone number, including area code (804) Not applicable (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): Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

3 Item 8.01 Other Events. On October 1, 2014, Owens & Minor, Inc. (the Company ) and its wholly-owned subsidiary, Mongoose Merger Sub Inc. ( Merger Sub ), completed its previously announced acquisition of all of the outstanding shares of common stock of Medical Action Industries, Inc. ( MAI ), in accordance with the Agreement and Plan of Merger, dated as of June 24, 2014, by and among the Company, Merger Sub and MAI and filed with the Securities and Exchange Commission as Exhibit 10.1 to the Company s Form 8-K dated June 25, A copy of the press release announcing the closing of the transaction is attached to this report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 (c) Financial Information and Exhibits. Exhibits 99.1 Press Release issued by the Company on October 1, 2014.

4 SIGNATURE 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. Date: October 1, 2014 OWENS & MINOR, INC. By: /s/ Grace R. den Hartog Grace R. den Hartog Senior Vice President, General Counsel & Corporate Secretary

5 EXHIBIT INDEX Exhibit Number Exhibit 99.1 Press Release issued by the Company on October 1, 2014.

6 Exhibit 99.1 FOR IMMEDIATE RELEASE October 1, 2014 Owens & Minor Completes Acquisition of Medical Action Industries, a Leading Provider of Procedure-based Kits and Trays Owens & Minor advances strategy of Connecting the World of Medical Products to the Point of Care TM with Medical Action acquisition RICHMOND, VA October 1, 2014 Owens & Minor, Inc. (NYSE: OMI) announced that effective October 1, 2014, it has completed the previously announced acquisition of Medical Action Industries Inc. Owens & Minor acquired all outstanding shares of Medical Action for $13.80 per share in cash, or approximately $207 million, including assumed debt, net of cash. Owens & Minor funded the transaction with cash on-hand, which included proceeds from its recently completed public offering of Senior Notes. We are excited with the acquisition of Medical Action, which enhances our capabilities, opens new channels to our healthcare customers and adds new teammates with great expertise in healthcare, said James L. Bierman, president & chief executive officer of Owens & Minor. By giving our provider and manufacturer customers a more open, cost-effective and scalable solution for unitized delivery of products to the patient, we are increasing our value to customers and shareholders. We are very pleased to welcome the Medical Action teammates to Owens & Minor. Safe Harbor Statement Except for historical information, the matters discussed in this press release may constitute forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected. These risk factors are discussed in reports filed by the company with the Securities & Exchange Commission. All of this information is available at The company assumes no obligation, and expressly disclaims any such obligation, to update or alter information, whether as a result of new information, future events, or otherwise. Additional Information and Where to Find It Owens & Minor uses its website as a channel of distribution for material company information, including news releases, investor presentations and financial information. This information is routinely posted and accessible under Investor Relations at Owens & Minor, Inc. (NYSE: OMI) is a leading healthcare logistics company dedicated to Connecting the World of Medical Products to the Point of Care TM by providing vital supply chain services to healthcare providers and manufacturers of healthcare products. Owens & Minor provides logistics services across the spectrum of medical products from disposable medical supplies to devices and implants. With logistics platforms strategically located in the United States and Europe, Owens & Minor serves markets where three quarters of global healthcare spending occurs. Owens & Minor s customers span the healthcare market from independent hospitals to large integrated healthcare networks, as well as group purchasing organizations, healthcare products manufacturers, and the federal government. A FORTUNE 500 company, Owens & Minor is headquartered in Richmond, Virginia, and has annualized revenues exceeding $9 billion. For more information about Owens & Minor, visit the company website at

7 CONTACTS : Truitt Allcott, Director, Investor & Media Relations, Owens & Minor; ; truitt.allcott@owens-minor.com Chuck Graves, Director, Finance & Investor Relations, Owens & Minor; ; chuck.graves@owens-minor.com # # # #