STERIS PLC: FD Disclosure Regulation (Form 8-K)


Article 7.01 Regulation FD Disclosure

At 20 December 2021, subsidiaries of STERIS plc (“STERIS” or “the Company”) has entered into an asset purchase agreement to sell the nephrology business of STERIS to certain subsidiaries of Evoqua Water Technologies Corp., for cash consideration of approximately $ 196 million, subject to certain potential adjustments, including a customary working capital adjustment. The transaction is subject to customary closing conditions, including regulatory review, and is expected to close in the first quarter of calendar year 2022. The Company expects to use the proceeds to repay debt.

STERIS acquired the Renal Care activity as part of the Cantel Medical transaction concluded on June 2, 2021, and was mainly integrated into
STERIS health segment.

Evoqua Water Technologies is a leading provider of water and wastewater treatment solutions, offering a broad portfolio of products, services and expertise to support industrial, municipal and recreational customers.

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CAUTION REGARDING FORWARD-LOOKING INFORMATION

This current report on Form 8-K may contain statements regarding certain trends, expectations, forecasts, estimates or other forward-looking information affecting or relating to STERIS or its industry, products or activities which are intended to benefit from the protections afforded ” forward forward-looking statements “under the Private Securities Litigation Reform Act of 1995 and other laws and regulations. Forward-looking statements speak only as of the date on which the statement is made and can be identified by the use of forward-looking terms such that “may”, “will”, “expects”, “believes”, “anticipates”, “plans”, “” estimates “,” projects “,” targets “,” forecasts “,” outlook “,” impact “,” potential “,” confidence “,” improve “,” optimistic “,” deliver “,” orders “,” backlog “,” comfortable “,” trend “and” research “or the negative of these terms or d ” other variations on these terms or comparable terminology e. There are many important factors that could cause actual results to differ materially from forward-looking statements, including, without limitation, an interruption of production or supplies, changes in market conditions, political events, pending or future claims or litigation, competitive factors, technological advancements, actions of regulatory agencies, and changes in laws, government regulations, labeling or product or application approvals or interpretation of these. Other risk factors are described in other STERIS securities filings, including Item 1A of our annual report on Form 10-K for the year ended. March 31, 2021 and subsequently filed quarterly reports on Form 10-Q. A lot of these important factors are beyond the control of STERIS. No assurance can be given as to the outcome or timing of any outcome with respect to matters described in the STERIS securities filings or otherwise with respect to any regulatory action, administrative proceeding, government investigation, litigation, warning letters, reductions. costs, business strategies, profits or revenue trends or future financial results. Product references are summaries only and should not be construed as specific terms of the product authorization or documentation. Except as required by law, STERIS does not undertake to update or revise forward-looking statements, even if events clearly indicate that the projected results, expressed or implied, will not be achieved. Other potential risks and uncertainties that could cause actual results to differ materially from those of forward-looking statements include, without limitation, (a) the impact of the COVID-19 pandemic on STERIS operations, the supply chain, material and labor costs, performance, results, prospects or value, (b) the ability of STERIS to achieve the expected benefits regarding the accounting and tax treatments of the redomiciliation to Ireland
(“Redomiciliation”), (c) operating costs, losses of Customers and business disruptions (including, without limitation, difficulties in maintaining relationships with employees, Customers, customers or suppliers) being greater than expected as a result of the Redomiciliation, (d) the ability of STERIS to successfully integrate Cantel Medical’s business into our existing business, including unknown or invaluable liabilities, or increases in costs of expected integration or difficulties related to the integration of Cantel Medical, (e) the ability of STERIS to meet expectations regarding the accounting and tax treatment of the Tax Cuts and Jobs Act (“TCJA”) or the possibility that the expected benefits resulting from the TCJA are lower than estimated, (f) changes in tax laws or interpretations that could increase our consolidated tax obligations, including changes in tax laws that would result in that STERIS is treated as a national company for United States for federal tax purposes, (g) the possibility of increased pressure on prices or costs leading to erosion of profit margins, (h) the possibility that market demand may not develop for new technologies, products , applications or services, or that business initiatives take longer, cost more or produce less than expected benefits, (i) the possibility that the application or compliance with laws, court decisions, certifications, regulations, regulatory actions , including, without limitation, anything related to the FDA, EPA or other regulatory authorities, government investigations, the outcome of any pending or threatened warning notices from the FDA, the EPA or other regulatory warnings, actions, requests, inspections or submissions, or other requirements or standards may delay, limit or prevent the introduction of new products or services, affect production, l ‘sourcing and / or marketing of existing products or services or in any other way affecting the performance, results, prospects or value of STERIS, (j) the potential for international unrest, economic downturn or currency effects, dues tax, tariffs and / or other trade barriers, anticipated adjustments or rates, costs or availability of raw materials, costs of benefits or pension plans, or other costs of regulatory compliance, (k) the possibility of reduced demand, or reductions in the growth rate of demand, for STERIS products and services, (l) the possibility of delays in receiving orders, cancellations of orders or delays in the manufacture or shipment of the products ordered or in the provision of services, (m) the possibility that the expected growth, cost savings, acceptance, performance or approvals of new products, or of a other results are not achieved, or that the transition, workforce, competition, timing, enforcement, regulation, government or other issues or risks associated with the business, industry or STERIS initiatives, including, without limitation, matters described in our annual report on Form 10-K for the year ended March 31, 2021, and other deposits of securities, may have a negative impact on the performance, results, outlook or value of STERIS, (n) the impact on STERIS and its operations, or the tax obligations, of Brexit or of the exit from other EU member countries, and the Company’s ability to respond to such impacts, (o) the impact on STERIS and its operations of any laws, regulations or ordinances, including, but not limited to ” to limit any new legislation, regulation or commercial or tax ordinance, which could be implemented by the we administrative or Congress, or any response thereto, (p) the possibility that the anticipated financial results or benefits of recent acquisitions, including the acquisition of Cantel Medical and Key Surgical, or the restructuring efforts of STERIS, or recent divestitures, including anticipated revenues, improved productivity, cost savings, growth synergies and other expected benefits, will not materialize or will be other than expected, (q) the increase in the level of STERIS indebtedness incurred in as part of the Cantel Medical acquisition limiting financial flexibility or increasing future borrowing costs, (r) actions by rating agencies that could affect STERIS ‘existing debt or its future ability to borrow funds at interest rates favorable to STERIS or not at all, (s) the potential impact of the Cantel Medical acquisition on relationships, including with suppliers, customers, employees and regulators,

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