AZENTA, INC. : Completion of Acquisition or Disposal of Assets, Financial Statements and Exhibits (Form 8-K)

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Item 2.01. Completion of an acquisition or disposition of assets

On October 3, 2022, the Company has completed the previously announced acquisition of B Medical Systems S.á rl (“B Medical”), a leading global provider of temperature-controlled storage and transport solutions. Pursuant to the Share Purchase Agreement, dated August 8, 2022 (the “Agreement”), by and between the Company, Azenta Luxembourg S.á rl, a wholly owned subsidiary of the Company (“Azenta Luxembourg”), and B Medical Systems Holding AG (the “Seller”), the Company paid an aggregate initial cash purchase price at closing of approximately €424 million, adjusted for acquired cash and other items in accordance with the Agreement. The seller is eligible to earn up to an additional €50,000,000 in contingent consideration based on the achievement of certain financial metrics by B Medical and its affiliates.

The foregoing description of the agreement and contemplated transactions does not purport to be complete and is submitted and qualified in its entirety by reference to the agreement, a copy of which has been filed as Exhibit 2.1 to the current report on Form 8 – K filed by the Company on August 10, 2022
and is incorporated herein by reference.

Item 9.01 Financial statements and supporting documents

(a) Financial statements of the acquired business

The Company will file the financial statements required by Item 9.01(a) of Form 8-K, with an amendment to this current report on Form 8-K within 71 calendar days from the date on which this current report on Form 8-K must be filed.

(b) Pro forma financial information

The Company will file the pro forma financial information required by Item 9.01(b) of Form 8-K, with an amendment to this current report on Form 8-K within 71 calendar days of the date on which this current report on Form 8 -K must be filed.

(d) Exhibits

EXHIBIT
NUMBER   DESCRIPTION

  99.1     Press release issued on October 3, 2022 by Azenta, Inc.
  104    Cover Page Interactive Data File (embedded within the iXBRL (Inline
         eXtensible Business Reporting Language) document).

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