M&A - 908 Devices Inc.

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Form Type: 8-K

Filing Date: 2025-03-04

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925020021

Filing Summary: On March 4, 2025, 908 Devices Inc. completed the sale of all issued equity interests of its subsidiary, 908 Devices GmbH, and certain liabilities and specified assets, collectively referred to as the Business, to Repligen Corporation and Repligen GmbH. The purchase price for this transaction was $70 million with customary adjustments for working capital. A portion of the purchase price will be held in escrow for potential indemnification claims. The agreement includes non-competition and non-solicitation clauses between the parties, which are to remain in effect for specified periods. Additionally, the parties entered into a transition services agreement for support through December 31, 2025, and related supply and licensing agreements. The Board of Directors authorized the transaction, which does not require stockholder approval due to the nature of the sale not constituting a sale of 'substantially all' assets of the company.

Document Link: View Document

Additional details:

Item 1 01: Sale of equity interests and assets of 908 Devices GmbH


Purchase Price: $70,000,000


Escrow Info: Portion of purchase price held in escrow


Non Compete Clause: Five-year non-competition agreement


Non Solicitation Clause: Eighteen-month non-solicitation agreement


Transition Services Agreement Expiration: December 31, 2025


Exhibit 2 1: Securities and Asset Purchase Agreement


Exhibit 99 1: Joint press release with the US Purchaser


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