FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: May 16, 1997
VIVRA INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware 1-10261 94-3096645
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Id. No.)
incorporation)
1850 Gateway Drive, Suite 500, San Mateo, CA 94404
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(Address of principal executive offices)
Registrant's telephone number, including area code: (415) 577-5700
Item 5. Other Events.
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On May 5, 1997, the Registrant issued the press release attached hereto
as Exhibit 99.1 and incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
99.1 Press Release.
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SIGNATURE
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.
Dated: May 16, 1997
VIVRA INCORPORATED
By /s/ LEANNE M. ZUMWALT
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Leanne M. Zumwalt
Chief Financial Officer
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EXHIBIT 99.1
VIVRA SELLS VIVRA RENAL CARE AND VIVRA SPECIALTY PARTNERS IN A COMBINED
TRANSACTION VALUED AT $1.6B
San Mateo, CA, May 5, 1997 ----- Vivra Incorporated ("Vivra") announced today
that it has entered into a definitive merger agreement under which Incentive AB
("Incentive") will acquire Vivra simultaneous with a sale of Vivra Specialty
Partners ("VSP"), Vivra's physician network and disease management division, to
a new company formed by Texas Pacific Group, Bain Capital, and Hellman &
Friedman Capital Partners. Incentive intends to merge Vivra Renal Care ("VRC")
with The Gambro Group, its wholly owned dialysis and medical technology
business.
Pursuant to the merger agreement, Incentive or a wholly owned subsidiary of
Incentive will commence a cash tender offer to acquire all of the outstanding
shares of Vivra common stock for $35.62 per share, representing a total cash
consideration of $1,592 million. The investor group will purchase VSP for $85
million less minority interests. The VSP sale agreement is subject to the
expiration or termination of the waiting periods under the Hart-Scott-Rodino Act
and other conditions and will close immediately prior to the consummation of the
Incentive tender offer.
The tender offer is conditioned upon the valid tender of a majority of Vivra
shares, the expiration or termination of the waiting periods under applicable
antitrust and competition laws, and receipt of proceeds from the sale of VSP and
other conditions. The tender offer is expected to be completed in early June.
All shares not purchased in the tender offer will be converted into the right to
received $35.62 per share in a second-step merger following the tender offer.
As a result of the change in control resulting from Incentive's purchase of
Vivra shares pursuant to the tender offer, Vivra will thereafter be required to
offer to purchase the 5% Convertible Subordinated Notes Due 2001 from each of
the holders for the principal amount thereof plus accrued and unpaid interest.
The Board of Directors of Vivra Incorporated has unanimously approved the
proposal and recommends the tender offer to its shareholders.
Kent Thiry, President and CEO of Vivra said, "Combining the Vivra and Gambro
dialysis teams creates a truly formidable enterprise. David Barry, the current
President of VRC, will be joining the Gambro executive group as the President of
Gambro Health Care Patient Services, Inc. He will therefore be able to continue
to provide his infectious brand of energy and leadership." Mr. Thiry will be
assuming the position of CEO of Vivra Specialty Partners.
The Gambro Group is a world leader in renal care, manufacturing high quality
dialysis products and providing dialysis services to 12,100 patients worldwide.
Gambro also manufactures products used in cardiopulmonary care and equipment in
the field of blood component technology. Gambro is a wholly owned subsidiary of
Incentive.
Incentive is a leading international industrial group with core operations in
medical technology, materials handling, development and environment. In
addition, Incentive has a significant shareholding in Asea Brown Boveri (ABB).
The acquisition of VRC represents a major step in the continued restructuring of
Incentive and its focus on the healthcare sector.
Vivra is the second largest provider of dialysis services in the United States
with approximately 15,800 patients at 262 centers in 28 states and the District
of Columbia. In fiscal 1996, Vivra had total revenues of $517 million and EBITDA
of approximately $105 million. VSP provides physician network and disease
management services to managed care and provider organizations in the United
States with approximately 1,500 affiliated network physicians.
