0000075252-20-000007.txt : 20200116 0000075252-20-000007.hdr.sgml : 20200116 20200116084052 ACCESSION NUMBER: 0000075252-20-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200116 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20200116 DATE AS OF CHANGE: 20200116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OWENS & MINOR INC/VA/ CENTRAL INDEX KEY: 0000075252 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 541701843 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09810 FILM NUMBER: 20529503 BUSINESS ADDRESS: STREET 1: 9120 LOCKWOOD BLVD CITY: MECHANICSVILLE STATE: VA ZIP: 23116 BUSINESS PHONE: 8047237000 MAIL ADDRESS: STREET 1: 9120 LOCKWOOD BLVD CITY: MECHANICSVILLE STATE: VA ZIP: 23116 FORMER COMPANY: FORMER CONFORMED NAME: O&M HOLDING INC DATE OF NAME CHANGE: 19940504 FORMER COMPANY: FORMER CONFORMED NAME: OWENS & MINOR INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: OWENS MINOR & BODEKER INC DATE OF NAME CHANGE: 19811124 8-K 1 january2020announcement.htm 8-K Document


 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________________
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): January 16, 2020
_______________________________________________________
Owens & Minor, Inc.
(Exact name of Registrant as specified in its charter)
_______________________________________________________
Virginia
 
 
54-1701843
(State or other jurisdiction of
incorporation or organization)
 
 
(I.R.S. Employer
Identification No.)
 
 
 
 
9120 Lockwood Boulevard
Mechanicsville
Virginia
23116
(Address of principal executive offices)
 
 
(Zip Code)
 
 
 
 
Post Office Box 27626,
Richmond, Virginia
 
 
23261-7626
(Mailing address of principal executive offices)
 
 
(Zip Code)
Registrant’s telephone number, including area code (804) 723-7000
    
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, $2 par value per share
 
OMI
 
New York Stock Exchange
_________________________________________________________

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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))





o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.             o
 
 
 
 
 
 
Item 7.01
Regulation FD Disclosure.
On January 16, 2020, Owens & Minor, Inc. (the “Company”) announced its intention to sell its Movianto business, a leading third party logistics provider in Europe, to EHDH Holding Group (EHDH), a privately held French company, for cash consideration of approximately $133 million. Completion of the transaction is subject to discussions, where mandated, with employee representative bodies and certain conditions including customary regulatory and other approvals.  Subject to these, the intended transaction is expected to close in the first half of 2020.
A copy of the press release announcing the Company’s intention to sell its Movianto business is attached as Exhibit 99.1 and is being furnished pursuant to Item 7.01 of Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01
Financial Statements and Exhibits.

(d)    Exhibits.

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: January 16, 2020
 
 
 
By:
 
/s/ Nicholas J. Pace
 
 
 
 
 
 
Name:
 
Nicholas J. Pace
 
 
 
 
 
 
Title:
 
Executive Vice President, General Counsel and Corporate Secretary



 EX-99.1 2 cam_1b-6706543xv1xmercuryx.htm EXHIBIT 99.1 Exhibit


FOR IMMEDIATE RELEASE                                
January 16, 2020



Owens & Minor Intends to Sell Movianto Business

RICHMOND, VA – BUSINESSWIRE – Owens & Minor, Inc. (NYSE:OMI) announces today its intention to sell its European logistics business, Movianto, to EHDH Holding Group (EHDH), a privately held French company and one of Europe’s leading providers of healthcare logistics services.
“Owens & Minor is laser-focused on our mission to empower our customers to advance healthcare. While Movianto has been an important part of the Owens & Minor family, the intended transaction would advance Owens & Minor’s mission by providing greater ability to focus on and invest in our differentiated products, services and US distribution businesses,” said Ed Pesicka, CEO of Owens & Minor.
“The quality of operations, the solid reputation and the values of Movianto are perfectly consistent with EHDH,” said Stéphane Baudry, CEO of EHDH. “This potential combination of EHDH and Movianto comes at a key moment in our development and in response to market demand for a single contact to handle all logistics and transport services at European level.”

The intended transaction is subject to discussions, where mandated, with employee representative bodies and certain conditions, including customary regulatory and other approvals. Subject to these, the intended transaction would be expected to close in the first half of 2020. Sale proceeds are intended to be used toward debt reduction. 
* * *
About Owens & Minor
Owens & Minor, Inc. (NYSE: OMI) is a global healthcare solutions company with integrated technologies, products, and services aligned to deliver significant and sustained value for healthcare providers and manufacturers across the continuum of care. With 17,000 dedicated teammates serving healthcare industry customers in 90 countries, Owens & Minor helps to reduce total costs across the supply chain by optimizing episode and point-of-care performance, freeing up capital and clinical resources, and managing contracts to optimize financial performance. A FORTUNE 500 company, Owens & Minor was founded in 1882 in Richmond, Virginia, where it remains headquartered today. The company has distribution, production, customer service and sales facilities located across the Asia Pacific region, Europe, Latin America, and North America. For more information about Owens & Minor, visit owens-minor.com, follow @Owens_Minor on Twitter, and connect on LinkedIn at www.linkedin.com/company/owens-&-minor.

About EHDH


EHDH is a global service provider in the field of logistics and transport in the pharmaceutical sector and B2B express delivery. With integrated proprietary technology, strategic infrastructure and solid expertise in the healthcare sector, EHDH operates all the businesses essential to a reliable, agile and efficient supply chain in the pharmaceutical sector. Supported by organic growth and successful acquisitions, the group offers turnkey support to all healthcare players, encompassing logistics, transport, value-added services and IT services.

EHDH is an independent privately owned company founded in 1951 by Marcel Baudry and managed today by his grandson, Stéphane Baudry. EHDH employs 2,600 people spread over more than 300,000 square meters in 160 locations in France and Benelux. The group has a cumulative turnover of 650 million euros and aims to accelerate its development in France and abroad.

Contact:
Chuck Graves, Director, Finance & Investor Relations, Owens & Minor; 804.723.7556; chuck.graves@owens-minor.com


Source: Owens & Minor