UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

April 17, 2013

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

 

 

ROPER INDUSTRIES, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

DELAWARE

(STATE OR OTHER JURISDICTION OF INCORPORATION)

 

 

1-12273	51-0263969
(COMMISSION FILE NUMBER)	(IRS EMPLOYER IDENTIFICATION NO.)
6901 PROFESSIONAL PKWY. EAST, SUITE 200, SARASOTA, FLORIDA	34240
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)	(ZIP CODE)

 

 

(941) 556-2601

(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

 

(FORMER NAME OR 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:

 

[ ] Written communication 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))

 

 

Item 1.01.  Entry Into a Material Definitive Agreement.

On April 17, 2013, Roper Industries, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with DCMH Group Holdings, LLC ("DCMH"), Matador Acquisition Subsidiary, Inc. ("Acquisition Sub") and DCMH Stakeholder Representative, LLC, as representative of the unitholders of DCMH and holders of outstanding options to acquire common stock of DCMH Group Holdings, Inc., a subsidiary of DCMH (collectively, the "Sellers").

Pursuant to the terms and conditions of the Merger Agreement, Acquisition Sub will merge with and into DCMH Group, with DCMH Group surviving as a wholly owned subsidiary of the Company, on the closing date (the "Closing").

The aggregate purchase price payable to the Sellers at Closing is $1.0 billion in cash subject to adjustment reflecting that the acquisition of DCMH by the Company at Closing will be on a debt free, cash free basis with DCMH's transaction expenses borne by the Sellers. In addition, the aggregate purchase price payable at Closing may be subject to adjustment up or down to reflect the difference between estimated working capital at Closing and a target working capital range. The Sellers have agreed to place a portion of the purchase price due to the Sellers in escrow in connection with their indemnity obligations under the Merger Agreement and for customary post-closing adjustments, if any, to the purchase price with respect to final determinations of Closing working capital and Closing cash amounts.

The Merger Agreement contains customary representations, warranties and covenants of the Company, Acquisition Sub and DCMH. From the date of the Merger Agreement until the Closing, DCMH is required to conduct its business in the ordinary course consistent with past practice and to comply with certain covenants regarding the operation of its business. Subject to certain limitations, the Company will be indemnified for damages resulting from breaches of DCMH's representations, warranties and covenants made in the Merger Agreement, pre-closing taxes of DCMH and its subsidiaries and certain other matters.

The Closing is subject to customary closing conditions, including the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended (the "HSR Act").

The Merger Agreement provides for certain termination rights of the Company and DCMH including termination by DCMH or the Company if the Closing has not been consummated on or before September 30, 2013, but only if the party terminating the Merger Agreement (and in the case of the Company, either the Company or Acquisition Sub) has not materially breached the agreement and thereby prevented or frustrated the consummation of the transactions contemplated by the Merger Agreement.

The above description of the Merger Agreement does not purport to be complete and is included solely as a summary of the material terms of the Merger Agreement.

Item 8.01.  Other Events.

On April 17, 2013, the Company issued a press release announcing the Company's entry into the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits.

99.1 Press Release of the Company dated April 17, 2013.

 

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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.

 

 

			Roper Industries, Inc.
			(Registrant)
		BY:	/s/ John Humphrey
			John Humphrey, Executive Vice President and Chief Financial Officer		Date: April 18, 2013

 

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EXHIBIT INDEX

 

Exhibit No.	Description
99.1	Press Release of the Company dated April 17, 2013.

 

Sarasota, Florida, April 17, 2013 ... Roper Industries, Inc. (NYSE: ROP) today announced that it has entered into a definitive agreement to acquire Managed Health Care Associates, Inc. (MHA) in a cash transaction valued at $1.0 billion.

Headquartered in Florham Park, New Jersey, MHA provides services and technologies to support the diverse and complex needs of alternate site health care providers who deliver services outside of an acute care hospital setting.  MHA has the leading market position serving multiple niche markets including long-term care pharmacies, assisted living facilities, long-term care facilities, infusion and specialty pharmacies and other alternate site providers.  MHA's services, software and analytics enable its customers to manage reimbursement, increase market access, reduce business complexity and purchase more efficiently.

Roper expects the acquisition of MHA to be immediately cash accretive and to generate $95 million of EBITDA over the first twelve months of ownership, excluding the impact of acquisition-related fair value accounting.

"MHA meets all of Roper's key acquisition criteria and is an excellent addition to our Medical platform," said Brian Jellison, Roper's Chairman, President and CEO.  "The business provides the leading network of solutions to the alternate site healthcare market. MHA's powerful technology tools and proven customer-service model continue to drive growth in their multiple niches.  The company has attractive cash return characteristics and generates substantial recurring revenue through long-term customer relationships and very high retention rates."

Mr. Jellison continued, "MHA has a compelling business model and we have been impressed by the management team's passion and commitment.  We look forward to working to enhance the value of the business for the benefit of customers, employees and shareholders. The business will continue to operate as MHA, marketing technologies and services under current brand names."

Completion of the transaction is expected within 30 days, subject to regulatory approval and customary closing conditions.

Roper Industries is a diversified growth company and is a constituent of the S&P 500, Fortune 1000, and the Russell 1000 indices. Roper provides engineered products and solutions for global niche markets, including software information networks, medical, water, energy, and transportation.  Additional information about Roper is available on the company's website at www.roperind.com.

The information provided in this press release contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements include, among others, statements regarding operating results, the success of our internal operating plans, and the prospects for newly acquired businesses to be integrated and contribute to future growth and profit expectations.  Forward-looking statements may be indicated by words or phrases such as "anticipate," "estimate," "plans," "expects," "projects," "should," "will," "believes" or "intends" and similar words and phrases.  These statements reflect management's current beliefs and are not guarantees of future performance.  They involve risks and uncertainties that could cause actual results to differ materially from those contained in any forward-looking statement. Such risks and uncertainties include our ability to integrate our acquisitions and realize expected synergies.  We also face other general risks, including our ability to realize cost savings from our operating initiatives, general economic conditions, unfavorable changes in foreign exchange rates, difficulties associated with exports, risks associated with our international operations, difficulties in making and integrating acquisitions, risks associated with newly acquired businesses, increased product liability and insurance costs, increased warranty exposure, future competition, changes in the supply of, or price for, parts and components, environmental compliance costs and liabilities, risks and cost associated with asbestos related litigation and potential write-offs of our substantial intangible assets, and risks associated with obtaining governmental approvals and maintaining regulatory compliance for new and existing products.  Important risks may be discussed in current and subsequent filings with the SEC.  You should not place undue reliance on any forward-looking statements.  These statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

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