Subsequent Events

9 Months Ended

Sep. 30, 2018

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events. On October 1, 2018, we signed a definitive merger agreement (the "Cianna Merger Agreement") to acquire Cianna Medical, Inc. ("Cianna"). The transaction is subject to the satisfaction or waiver (in accordance with the provisions of the Cianna Merger Agreement) of certain closing conditions, including the approval of Cianna stockholders, clearance under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions. We anticipate that the transaction will close during the fourth quarter of 2018.

Subject to the terms and conditions of the Cianna Merger Agreement, we propose to pay up to $200 million in connection with the acquisition of Cianna, as follows:

• $135 million in cash at closing, subject to standard adjustments for working capital and other matters;

• an earn-out payment of $15 million payable upon the achievement by Cianna of certain manufacturing capacity and manufacturing cost milestones on or before June 30, 2019; and

• earn-out payments of up to $50 million in the aggregate, payable at the rate of 175% of the amount which annual net sales of Cianna products in each of 2019, 2020, 2021 and 2022 exceed annual net sales of Cianna products in the applicable preceding fiscal year.

Cianna claims to have developed the first non-radioactive, wire-free breast localization system. Its SCOUT® and SAVI® Brachy technologies are FDA-cleared and address what we believe are unmet needs in the delivery of radiation therapy, tumor localization and surgical guidance. We are currently evaluating the accounting treatment of the proposed transaction contemplated by the Cianna Merger Agreement.