v3.26.1
Note 15 - Subsequent Event
6 Months Ended
May 30, 2026
Notes to Financial Statements  
Subsequent Events [Text Block]

Note 15: Subsequent Event

 

On June 25, 2026, the Company issued an announcement pursuant to Rule 2.7 of the UK City Code on Takeovers and Mergers, disclosing that the board of directors of the Company and the board of directors of Advanced Medical Solutions Group plc (“AMS”) had reached agreement on the terms of a recommended final cash offer by the Company for the entire issued and to be issued share capital of AMS. The acquisition price values the entire issued and to be issued ordinary share capital of AMS at approximately 659,000 British pounds (285 pence per share) and implies an enterprise value of approximately 715,000 British pounds. The transaction is expected to close by the end of the calendar year, subject to certain regulatory approvals, AMS shareholder approval and other customary closing conditions.

 

In connection with the Company’s acquisition of AMS, the Company entered into (i) a Term Loan and Revolving Facility Secured Bridge Credit Agreement (the “Secured Bridge Credit Agreement”) and (ii) a Term Loan Unsecured Bridge Credit Agreement (the “Unsecured Bridge Credit Agreement” and, together with the Secured Bridge Credit Agreement, the “Bridge Credit Agreements”) on June 25, 2026 to provide the Company certain borrowings in an aggregate amount of up to $3.0 billion. To the extent any borrowings are made under the Bridge Credit Agreements, such loans will mature 364 days after the closing date of the AMS acquisition. To the extent any borrowings are made under the Secured Bridge Credit Agreement, such loans will mature on the date that is 364 days after the closing date of the Transaction and bear interest at a per annum rate equal to a base rate plus a rate of (i) 0.75% or (ii) 1.75%, as determined therein, with interest rate increases of 0.25% per 90 days. To the extent any borrowings are made under the Unsecured Bridge Credit Agreement, such loans will mature on the date that is 364 days after the closing date of the Transaction and bear interest at a per annum rate equal to a base rate plus a rate of (i) 1.50% or (ii) 2.50%, as determined therein, with interest rate increases of 0.25% per 90 days. The Bridge Credit Agreements contain customary representations and warranties, events of default, and affirmative and negative covenants.

 

On June 25, 2026, the Company entered into a foreign exchange forward transaction to mitigate the impact of variability in exchange rates on the AMS acquisition’s British pound-based purchase price.