| ITEM 1.01. |
Entry into a Material Definitive Agreement. |
On October 11, 2026, STERIS Corporation (“Purchaser”), a wholly owned subsidiary of STERIS plc (“STERIS” or the “Company”), entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Craig E. Kaforey, individually, as trustee of the Craig E. Kaforey Legacy Trust and as seller’s representative, and Mark A. Kaforey, individually and as trustee of the Mark A. Kaforey Legacy Trust (collectively, the “Sellers”), to acquire all of the equity interests of Xodus Medical, Inc., a specialty surgical products business based in Pennsylvania, and certain related affiliates (collectively, “Xodus”). The Purchase Agreement provides that, upon the terms and subject to the conditions set forth therein, Purchaser will acquire Xodus (the “Acquisition”) for $2.1 billion in cash at closing, subject to customary adjustments. The Purchase Agreement also provides for additional potential earnout consideration of up to $150 million based on the achievement of specified post-closing performance targets in calendar 2028. The Acquisition is expected to be financed primarily with debt and is anticipated to close by December 31, 2026, subject to customary closing conditions and regulatory approvals.
The Purchase Agreement provides for customary representations, warranties, covenants and agreements. The Purchase Agreement also imposes customary confidentiality, non-solicitation and non-compete obligations upon the Sellers. The Purchase Agreement provides Purchaser and the Sellers with certain termination rights, including that either the Purchaser or the Sellers may terminate the Purchase Agreement if the Acquisition has not occurred on or prior to July 12, 2027, which may be extended under certain circumstances to January 11, 2028. The completion of the Acquisition is subject to the satisfaction or waiver of a number of customary conditions, including receipt of requisite regulatory approvals.
In connection with the entry into the Purchase Agreement and the Acquisition, STERIS and Purchaser entered into a bridge financing commitment, dated October 11, 2026, with JPMorgan Chase Bank, N.A. (“JPMorgan”) and Goldman Sachs Bank USA (“Goldman Sachs” and, together with JPMorgan, the “Commitment Parties”), pursuant to which the Commitment Parties have committed to provide to STERIS an amount up to $2.0 billion in the aggregate in the form of a senior unsecured bridge facility (the “Bridge Facility”), subject to customary conditions as set forth therein. The commitment amounts under the Bridge Facility may be reduced on a dollar-for-dollar basis, subject to customary conditions, based on the amount of net proceeds raised from permanent financing or asset sales prior to or after the closing of the Acquisition.
Forward-Looking Statements
This Current Report on Form 8-K contains statements concerning certain trends, expectations, forecasts, estimates, or other forward-looking information affecting or relating to STERIS or its industry, products or activities that are intended to qualify for the protections afforded “forward-looking statements” under the Private Securities Litigation Reform Act of 1995 and other laws and regulations. Forward-looking statements speak only as to the date the statement is made and may be identified by the use of forward-looking terms such as “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “projects,” “targets,” “forecasts,” “outlook,” “impact,” “potential,” “confidence,” “improve,” “optimistic,” “deliver,” “orders,” “backlog,” “comfortable,” “trend,” and “seeks,” or the negative of such terms or other variations on such terms or comparable terminology. These forward-looking statements are based on management’s current expectations, estimates or forecasts about STERIS’s businesses, the industries in which it operates and current beliefs and assumptions of management and are subject to uncertainty and changes in circumstances.
Readers of this Current Report on Form 8-K should understand that these statements are not guarantees of performance or results. Many factors could cause actual results to differ materially from those in the forward-looking statements including, without limitation, those set forth in this Current Report on Form 8-K. No assurances can be provided as to any result or the timing of any outcome regarding matters described in STERIS’s securities filings or otherwise with respect to any regulatory action, administrative proceedings, government investigations, litigation, warning letters, cost reductions, business strategies, earnings or revenue trends or future financial results. Other potential risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, (a) the impact on STERIS and its operations of any legislation, regulations or orders, including but not limited to any new trade, regulations or orders, that may be implemented by the U.S. administration or Congress, or of any responses thereto by non-U.S. governments, (b) operating costs, pressure on pricing (including, without limitation, as a result of inflation), Customer loss and business disruption
