SUBSEQUENT EVENTS

Acquisition of Derma Sciences Inc.

On January 10, 2017, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company, Integra Derma, Inc., a newly formed, indirect wholly owned subsidiary of the Company ("Merger Sub"), and Derma Sciences, Inc., a Delaware corporation ("Derma Sciences"). Pursuant to the Merger Agreement, Merger Sub commenced a tender offer (the “Derma Tender Offer”) to purchase any and all of the issued and outstanding shares of:


•	Common stock, par value $0.01 per share, of Derma (the "Derma Common Share"), at a price of $7.00 per Common Share (the "Derma Common Share Offer Price");


•	Series A Preferred Stock (as defined in the Merger Agreement) at a price of $32.00 per share of Series A Preferred Stock, which represents the Series A Liquidation Preference per share of Series A Preferred Stock (the “Derma Series A Offer Price”); and


•	Series B Preferred Stock (as defined in the Merger Agreement) at price of $48.00 per share of Series B Preferred Stock (the “Derma Series B Offer Price” and, together with the Derma Sciences Common Share Offer Price and the Derma Sciences Series A Offer Price, as applicable, the “Derma Offer Price”).

The total acquisition price is approximately $207.6 million.

As soon as practicable following acceptance for payment of the Derma Common Shares, Series A Preferred Stock and Series B Preferred Stock pursuant to the Derma Tender Offer, Merger Sub will be merged with and into the Company, on the terms and subject to the conditions set forth in the Merger Agreement (the “Derma Merger”), pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), with Derma surviving the Derma Merger as a wholly owned subsidiary of the Company. At the effective time of the Derma Merger (the “Effective Time”), each Derma Common Share or share of Company Preferred Stock (as defined in the Merger Agreement) not purchased in the Derma Tender Offer (other than Derma Common Shares or shares of Company Preferred Stock for which the holder thereof has properly demanded the appraisal of such shares in accordance with, and has complied in all respects with, the DGCL) will be converted into the right to receive an amount, in cash and without interest, equal to the applicable Derma Offer Price.

Acquisition of Johnson & Johnson's Codman Neurosurgery Business

On February 14, 2017, the Company entered into a binding offer letter (the “Offer Letter”) with DePuy Synthes, Inc., a Delaware corporation (“DePuy Synthes”) and wholly-owned subsidiary of Johnson & Johnson, pursuant to which the Company made a binding offer (the “Binding Offer”) to acquire certain assets, and assume certain liabilities, of Johnson & Johnson’s Codman neurosurgery business (the “Codman Neurosurgery Transaction”). The assets and liabilities subject to the proposed Codman Neurosurgery Transaction relate to the research, development, manufacture, marketing, distribution and sale of certain products used in connection with neurosurgery procedures (the “Codman Neurosurgery Business”). The purchase price for the Codman Neurosurgery Transaction is $1.0 billion, subject to adjustments set forth in the Purchase Agreement (as defined below) relating to the book value of inventory transferred to the Company at the closing of the Codman Neurosurgery Transaction, the book value of certain inventory retained by DePuy Synthes and the amount of certain prepaid taxes (as so adjusted, the “Purchase Price”).

The Binding Offer expires on the earlier of (i) May 15, 2017 and (ii) the second business day after each of the employees’ representative bodies of DePuy Synthes and its affiliates in certain jurisdictions have concluded certain statutory information or consultation processes in connection with the Codman Neurosurgery Transaction (the “Specified Consultation Processes”). The Binding Offer can be extended by either party in certain circumstances to no later than August 14, 2017. Upon completion of the Specified Consultation Processes, the Company expects that DePuy Synthes will accept the Binding Offer by countersigning the asset purchase agreement attached to the Offer Letter (the “Purchase Agreement”). The Offer Letter provides that, until the Binding Offer is accepted or the Offer Letter is terminated, DePuy Synthes is prohibited from soliciting proposals from, negotiating or discussing with, or entering into an agreement with, third parties with respect to an alternative transaction relating to 25% or more of the assets of the Codman Neurosurgery Business. If DePuy Synthes does not accept the Binding Offer prior to its expiration, the Offer Letter requires DePuy Synthes to pay the Company $10.5 million as reimbursement for the Company’s expenses. The Offer Letter requires DePuy Synthes to pay a termination fee of $41.8 million if (i) the Company terminates the Offer Letter as a result of DePuy Synthes’s breach of its exclusivity obligations or (ii) any person has made an alternative proposal prior to the termination of the Binding Offer, DePuy Synthes fails to accept the Binding Offer and DePuy Synthes enters into a definitive agreement with respect to any alternative proposal within twelve months after the termination of the Offer Letter.

The Company has obtained debt financing commitments (“Debt Commitments”) from Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bank of America, N.A. and JPMorgan Chase Bank, N.A. The aggregate proceeds of Debt Commitments (the “Financing”) will be used by the Company (i) to pay the purchase price and (ii) to pay fees and expenses incurred by the Company in connection with the Transaction. The availability of the Financing is subject to the satisfaction of customary conditions.

Interest Rate Swaps

On February 6, 2017, the Company entered into an additional two separate interest rate swaps with two financial institutions with notional amounts of $50.0 million and $100 million. The interest rate swap derivative instruments have an effective date of June 30, 2017 and is used to manage its earnings and cash flow exposure to changes in interest rates covering a portion of its floating rate debt. This interest rate swaps expire on June 30, 2020.