Item 7.01. Regulation FD Disclosure.
On
Upon closing of the transaction, Medtronic will contribute its Renal Care
Solutions ("RCS") business to NewCo, including RCS's current product portfolio
(renal access, acute therapies, and chronic therapies), product pipeline, global
manufacturing R&D teams, and facilities. At close, DaVita will make a cash
payment to Medtronic of approximately
DaVita expects to report its share of NewCo's operating income/loss under "Other
(loss) income, net" in its financial statements after the transaction closes. If
the transaction closes in 2023, DaVita anticipates that its portion of NewCo's
operating income/loss will result in associated quarterly charges of
approximately
Following the closing, an independent management team will operate NewCo as an independent company, and NewCo will be governed by a six-person board of directors composed of two directors appointed by DaVita, two directors appointed by Medtronic, and two independent directors.
The information contained in this Item 7.01 is being furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the federal securities laws. All such statements in this report,
other than statements of historical fact, are forward-looking statements. This
includes statements about the anticipated financial impact of these
transactions, estimated payments to be made by DaVita in connection with these
transactions, and anticipated timing of closing, among other things. Words such
as "expect," "intend," "will," "plan," "anticipate," "may," "believe,"
"continue," "project," and similar expressions are intended to identify
forward-looking statements. The Company bases its forward-looking statements on
information available to it on the date of this report, and undertakes no
obligation to publicly update or revise any forward-looking statements, whether
as a result of changed circumstances, new information, future events or
otherwise, except as may otherwise be required by law. Actual results and other
events could differ materially from any forward-looking statements due to
numerous factors that involve substantial known and unknown risks and
uncertainties. These risks and uncertainties include, among other things, the
ability to successfully close the transaction on the anticipated timing or at
all, including receipt of regulatory approvals and satisfaction or waiver of
other closing conditions; the risk that the expected benefits from the
transaction may not be fully realized or may take longer to realize than
expected or be more costly to achieve than expected; the ability to successfully
separate NewCo business from Medtronic and for that business to operate on an
independent basis; the ability to successfully manage and govern a jointly owned
joint venture with a third party; the potential disruption in connection with
this transaction that may make it more difficult to maintain business and
operational relationships; the ability of NewCo to achieve operational and
financial success, including, among other things, the ability to operate in a
complex, dynamic and highly regulated environment and the ability to find, train
and retain appropriate staff; our ability to successfully expand to businesses
or products outside of dialysis services; the use of capital for NewCo and its
impact on our use of capital for alternative purposes, such as repurchases of
stock under our stock repurchase program; and potential impairment of our
goodwill, investments or other assets; and the risk factors set forth in the
Company's reports on Form 10-K for the year ended
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