Owens & Minor Inc. filed SEC Form 8-K: Termination of a Material Definitive Agreement
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| Item 1.01. | Entry Into a Material Definitive Agreement. |
The disclosure set forth below under Item 1.02 of this Current Report on Form 8-K is incorporated by reference herein.
| Item 1.02. | Termination of a Material Definitive Agreement. |
As previously disclosed, on July 22, 2024, Owens & Minor, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Rotech Healthcare Holdings Inc., a Delaware corporation (“Rotech”), Hitchcock Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the equityholders of Rotech (“Representative”), pursuant to which the Company agreed to acquire Rotech on the terms and subject to the conditions therein.
On June 3, 2025, the Company, Rotech and Merger Sub mutually agreed to terminate the Merger Agreement and entered into a mutual termination agreement (the “Termination Agreement”) effective as of the execution of the Termination Agreement and receipt by Rotech (or its applicable designee) of the Termination Fee (as defined below). The mutual termination of the Merger Agreement was approved by the Company’s and Rotech’s respective Boards of Directors. In accordance with the terms of the Termination Agreement, on June 5, 2025, the Company has made a cash payment to Rotech of eighty million dollars ($80,000,000) (the “Termination Fee”). The Termination Fee is the sole and exclusive remedy of the Company for any claims in connection with the Merger Agreement, and the Company and Rotech have each waived any and all other claims in connection with the Merger Agreement and the transactions contemplated thereby.
The foregoing description of the Merger Agreement and the Termination Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which was previously filed as Exhibit 2.1 to our Current Report on Form 8-K on July 23, 2024, and the full text of the Termination Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
| Item 8.01 | Other Information |
On June 5, 2025, the Company issued a press release announcing the mutual termination of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed herewith:
| Exhibit | Description | |
| 10.1 | Termination Agreement, dated as of June 3, 2025, by and among Owens & Minor, Inc., Rotech Healthcare Holdings Inc., and Hitchcock Merger Sub Inc. | |
| 99.1 | Press Release, dated as of June 5, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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 thereunto duly authorized.
| OWENS & MINOR, INC. | ||||||
| Date: June 5, 2025 | By: | /s/ Heath H. Galloway | ||||
| Name: | Heath H. Galloway | |||||
| Title: | Executive Vice President, General Counsel & Corporate Secretary | |||||