Inotiv closes $271M+stock acquisition of Envigo, adds $200M credit facility

Inotiv, Inc.

Acquired Envigo for $271M cash (incl. $13M WC adj. & $48M cash adj.) plus 9,036,538 common shares.
Entered $165M term loan, $35M delayed draw, $15M revolver with Jefferies Finance; maturity Nov 2026.
Dismissed auditor RSM (effective after FY21 audit) and engaged Ernst & Young for FY22.
Board expanded to 7; Richard Johnson resigned, Nigel Brown and Scott Cragg appointed.
Shareholders approved increase in authorized shares to 75M and issuance of shares for merger.

item 1.01 item 2.01 item 2.03 item 3.02 item 4.01 item 5.02 item 5.03 item 5.07 item 7.01 item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Appointed

Nigel Brown

Director

NOTV · Inotiv, Inc.

Effective: 2021-11-04
Filed: November 5, 2021, 7:59 PM ET

On November 4, 2021, the Board of Directors of the Company (the “Board”) expanded the size of the Board to seven members and appointed Nigel Brown, Ph.D. and Scott Cragg to the Board pursuant to the terms of the Shareholders Agreement, which is described in detail in Item 1.01 above.

Departed

Richard A. Johnson

Director

NOTV · Inotiv, Inc.

Effective: 2021-11-05
Filed: November 5, 2021, 7:59 PM ET

On November 5, 2021, Richard A. Johnson, Ph.D. tendered his resignation as a director of the Company, to be effective automatically upon notice to Dr. Johnson from the Company that the Board is prepared to elect the Approved Director as provided in the Shareholders Agreement.

Appointed

Scott Cragg

Director

NOTV · Inotiv, Inc.

Effective: 2021-11-04
Filed: November 5, 2021, 7:59 PM ET

On November 4, 2021, the Board of Directors of the Company (the “Board”) expanded the size of the Board to seven members and appointed Nigel Brown, Ph.D. and Scott Cragg to the Board pursuant to the terms of the Shareholders Agreement, which is described in detail in Item 1.01 above.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Nigel Brown was appointed as Director at Inotiv, Inc..

Action: appointed
Role: Director

Exact text from the filing

On November 4, 2021, the Board of Directors of the Company (the “Board”) expanded the size of the Board to seven members and appointed Nigel Brown, Ph.D. and Scott Cragg to the Board pursuant to the terms of the Shareholders Agreement, which is described in detail in Item 1.01 above.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Richard A. Johnson resigned as Director at Inotiv, Inc..

Action: resigned
Role: Director

Exact text from the filing

On November 5, 2021, Richard A. Johnson, Ph.D. tendered his resignation as a director of the Company, to be effective automatically upon notice to Dr. Johnson from the Company that the Board is prepared to elect the Approved Director as provided in the Shareholders Agreement.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Scott Cragg was appointed as Director at Inotiv, Inc..

Action: appointed
Role: Director

Exact text from the filing

On November 4, 2021, the Board of Directors of the Company (the “Board”) expanded the size of the Board to seven members and appointed Nigel Brown, Ph.D. and Scott Cragg to the Board pursuant to the terms of the Shareholders Agreement, which is described in detail in Item 1.01 above.

View on SEC.gov

Inotiv, Inc. filing history →

Source: SEC EDGAR

accession 0001558370-21-014866

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