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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):
March 19, 2026
EMBECTA
CORP.
(Exact name of registrant as specified in
its charter)
Delaware
(State or Other Jurisdiction of Incorporation) |
001-41186
(Commission File Number) |
|
87-1583942
(IRS Employer
Identification No.) |
300 Kimball Drive, Suite 300, Parsippany, New Jersey
(Address of principal executive offices) |
|
07054
(Zip Code) |
| Registrant’s telephone number, including area code: (862) 401-0000 |
N/A
(Former name or former address, if changed since last report) |
| |
|
|
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):
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Title of each class |
Trading symbol(s) |
Name of each exchange
on which registered |
| Common Stock, par value $0.01 per share |
EMBC |
The Nasdaq Stock Market LLC (Nasdaq Global Select Market) |
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 ☐
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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On March 19, 2026, Embecta Corp. (“embecta”) entered into a
definitive Agreement for the Sale and Purchase of Owen Mumford Holdings Limited (the “Purchase Agreement”) with Mark Owen,
Adam Mumford (in his individual capacity and in his capacity as trustee of the Mumford Family 2026 Trust), Anne Mumford (in her capacity
as trustee of the Mumford Family 2026 Trust), Ellen Owen, Kim Priddis and Nancy Millington (together, the “Sellers”) pursuant
to which embecta has agreed to acquire Owen Mumford Holdings Limited (“OM”), a privately held, UK-based innovator and manufacturer
of medical devices and drug-delivery technologies, in a transaction valued at up to £150 million (the “Transaction”).
Under the terms of the Purchase Agreement, embecta will acquire OM for an upfront cash payment of £100 million at closing (subject
to customary adjustments, including for closing net cash), and will pay up to an additional £50 million upon the achievement of
certain commercial milestones related to sales of the Aidaptus® next-generation auto-injector platform through the end of 2028. The
Transaction was unanimously approved by the embecta Board of Directors and is expected to close in embecta’s fiscal third quarter
of 2026.
Pursuant to the Purchase Agreement, the parties have made customary representations
and warranties and agreed to various customary covenants, including, among others, covenants to conduct the business of OM and its subsidiaries
in the ordinary course between the execution of the Purchase Agreement and the consummation of the Transaction and post-closing non-solicitation
and non-competition covenants applicable to the sellers of OM.
The consummation of the Transaction is subject to customary closing conditions
and regulatory approvals. There are no material relationships between embecta or its affiliates and the Sellers, other than with respect
to the transaction described herein.
The foregoing description of the Purchase Agreement does not purport to
be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement filed as Exhibit 2.1 hereto and
incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
March 19, 2026, embecta issued a press release announcing the entering into of the Purchase Agreement, a copy of which is furnished as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
| 2.1 |
Agreement for the Sale and Purchase of Owen Mumford Holdings Limited, dated March 19, 2026, among Embecta Corp. and the Sellers listed in Schedule 1 thereto.* |
| 99.1 |
Press Release, dated March 19, 2026. |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Schedules and exhibits have been omitted pursuant to Instruction 4 of
Item 1.01 of Form 8-K and Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules and
exhibits, or any section thereof, to the SEC upon request.
SIGNATURES
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 hereunto duly authorized.
| Date: March 19, 2026 | EMBECTA CORP. |
| | | |
| By: | /s/ Jeff Mann |
| | | Jeff Mann |
| | | Senior Vice President, General Counsel &
Product Development, and Corporate Secretary |
embecta Announces Definitive Agreement to Acquire
Owen Mumford Holdings Limited
Acquisition
will position embecta to participate in the rapidly expanding market for drug-delivery devices supporting generic and branded therapies
and accelerate transformation into a broad-based medical supplies company
PARSIPPANY,
N.J., Mar. 19, 2026 -- Embecta Corp. (“Embecta”) (Nasdaq: EMBC), a global leader in diabetes care technology, today announced
that it has entered into a definitive agreement to acquire Owen Mumford Holdings Limited (“Owen Mumford”), a privately held,
UK-based innovator and manufacturer of medical devices and drug-delivery technologies, in a transaction valued at up to £150 million.
Under the terms of the agreement, embecta will acquire Owen Mumford for an upfront cash payment of £100 million at closing (subject
to customary adjustments, including for closing net cash), and up to an additional £50 million in performance-based payments
based on net sales of the Aidaptus® next generation auto-injector platform in the three-year period following the closing.
The transaction was unanimously approved by the embecta Board of Directors and is expected to close in embecta’s fiscal third quarter
of 2026, subject to regulatory approvals and satisfaction of other closing conditions.
Owen Mumford is an innovator in drug delivery platforms
and medical device technologies, serving as a trusted partner to many of the world’s largest pharmaceutical, biotech and healthcare
organizations. The company’s products include a rapidly growing pharmaceutical services portfolio built on historic autoinjector
success with established pharmaceutical companies and an outlook anchored by Aidaptus® and other drug delivery devices.
Owen Mumford pioneered the first plastic autoinjector and has continued to innovate and expand their product portfolio, specializing in
the design and manufacture of drug delivery devices. Owen Mumford also has an established portfolio of medical devices across point-of-care
testing, self-injection and pelvic health devices, with commercial channels, call points, customer relationships and geographic footprint
that are highly complementary to embecta’s existing global diabetes care franchise and commercial infrastructure.
"We
are extremely pleased to announce this agreement to acquire Owen Mumford, a company that has earned a global reputation for innovation,
quality and patient-centered design," said Devdatt (Dev) Kurdikar, Chairman, President
and CEO of embecta. "This acquisition is expected to sustainably improve embecta’s
revenue growth trajectory and will accelerate our strategic transformation into a broad-based medical supplies company which provides
drug delivery platforms to pharmaceutical companies and serves chronic care patients in the obesity, diabetes, autoimmune diseases and
anaphylaxis markets."
"Owen
Mumford has a 70-year track-record of developing innovative solutions with long-term growth potential," said Gavin Jones, Managing
Director of Owen Mumford. "With our complementary portfolios and manufacturing expertise, and by leveraging embecta’s commercial
scale, we will continue to drive innovation that improves the quality of life for people living with chronic conditions and other healthcare
needs while creating new opportunities for our valued customers and the Owen Mumford team."
STRATEGIC
AND EXPECTED FINANCIAL BENEFITS AND TRANSACTION DETAILS
Adds a differentiated drug-delivery platform
designed to support pharmaceutical partners across multiple therapeutic areas and a strong underlying intellectual property portfolio.
This includes Owen Mumford’s next-generation Aidaptus® auto-injector platform. Aidaptus® combines
an innovative patient-centric design and novel technology delivering a device with clear features and benefits. With one form factor and
a single final assembly process, it streamlines large-scale manufacturing while reducing changeovers and supply chain complexity.
Expands product portfolio of chronic care
devices and creates an opportunity to capitalize on embecta’s commercial presence in more than 100 countries. During fiscal
year 2025, Owen Mumford generated approximately 80% of its revenue in the UK and the U.S. This creates a meaningful opportunity to leverage
embecta’s global commercial infrastructure, call points and robust distribution network to broaden geographic reach and further
scale these products worldwide.
Leverages core manufacturing strengths in high volume
medical products by combining Owen Mumford’s device design, molding and assembly capabilities in drug-delivery systems with
embecta’s large-scale manufacturing expertise, creating opportunities for operational efficiencies and expanded capacity to support
future product programs.
Transaction structure and financial rationale
The transaction is structured as a share acquisition
in which embecta will acquire 100% of the shares of Owen Mumford for an upfront cash payment of £100 million payable at closing,
subject to customary purchase price adjustments for closing net cash and working capital, and up to an additional £50 million in
performance-based payments based on net sales of Aidaptus® in the three-year period following the closing.
Owen Mumford has a fiscal year end of September 30,
and during fiscal year 2025, generated net revenue of £69.4 million.
embecta expects the acquisition to contribute to revenue
growth in fiscal year 2027 and beyond; to be immaterial to embecta’s fiscal year 2027 adjusted operating income and to be accretive
thereafter; to be dilutive to adjusted net income in fiscal year 2027, to be immaterial to embecta’s fiscal year 2028 adjusted net
income and to be accretive thereafter; and to generate high-single-digit return on invested capital by year four, with increasing contribution
thereafter.
The Company intends to discuss this acquisition in
more detail on its upcoming fiscal second quarter 2026 earnings conference call, to be held on May 5, 2026.
Financing
embecta plans to finance the closing purchase price
with the proceeds of borrowings under its revolving credit facility. Over the long term, embecta remains committed to paying down debt
and creating financial flexibility.
Advisors
J.P. Morgan Securities LLC is serving as financial
advisor and A&O Shearman LLP is serving as legal counsel to embecta.
Forvis Mazars LLP is serving as financial advisor and
Mills & Reeve LLP is serving as legal counsel to Owen Mumford.
About embecta
embecta is a
global company that is advancing its 100-year legacy in insulin delivery to become a broad-based medical supplies company, helping to
improve lives through innovative solutions, partnerships, and the passion of approximately 2,000 employees around the globe. For more
information, visit embecta.com or
follow our social channels on LinkedIn, Facebook, and
Instagram.
About
Owen Mumford
Founded in 1952 and headquartered in Oxfordshire, United
Kingdom, Owen Mumford is a family-owned medical technology company with more than 70 years of innovation in healthcare device development.
The company has built a strong reputation as a trusted partner to pharmaceutical and biotechnology companies, developing drug delivery
technologies that support the administration of complex therapies, including its next-generation Aidaptus® auto-injector
platform designed to enable future pharmaceutical partnerships. In addition to its drug delivery capabilities, Owen Mumford also offers
a portfolio of medical devices used in chronic care and point-of-care applications, including self-injection, diagnostics and other patient-focused
healthcare solutions distributed in markets around the world.
SAFE HARBOR STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
This press release contains
express or implied "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995
and other securities laws. These forward-looking statements concern our current expectations regarding strategic direction and priorities
and expectations regarding our acquisition of Owen Mumford. These forward-looking statements are subject to various known and unknown
risks, uncertainties and other factors, and you should not rely upon them except as statements of our present intentions and of our present
expectations, which may or may not occur. When we use words such as “believes,” “expects,” “anticipates,”
“estimates,” “intends,” “plans,” “pursue,” “will,” “goal” or similar
expressions, we are making forward-looking statements. Although we believe that our forward-looking statements are based on reasonable
assumptions, our expected results may not be achieved, and actual results may differ materially from our expectations.
In addition, important factors
that could cause actual results to differ from expectations include, among others, the risks described in our periodic reports filed with
the Securities and Exchange Commission, including under the caption “Risk Factors” in our most recent Annual Report on Form
10-K, as further updated by our Quarterly Reports on Form 10-Q we have filed or will file hereafter. Except as required by law, we undertake
no obligation to update any forward-looking statements appearing in this release.
| Contacts |
|
| Media |
Investors |
| Christian Glazar |
Pravesh Khandelwal |
| Sr. Director, Corporate Communications |
VP, Head of Investor Relations |
| 908-821-6922 |
551-264-6547 |
| Contact Media Relations |
Contact IR |
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