Benzinga | Jul 12, 2021 07:01AM EDT

Hillrom Comments On Delaware Court Of Chancery Ruling

Hillrom (NYSE:HRC) today announced that the Delaware Court of Chancery ordered Hillrom to proceed with its proposed acquisition of Bardy Diagnostics, Inc. (BardyDx), denying Hillrom's claim of a Material Adverse Event under the terms of the acquisition agreement executed by the companies on January 15, 2021. HillromThe company intends to appeal this ruling to the Supreme Court of Delaware. Hillrom is assessing its strategic options in light of the Court's order and confirms that this decision does not have a material impact on the company's previously issued 2021 financial guidance.

Following the publication of updated reimbursement rates for the extended Holter cardiac monitoring category by the Medicare Administrative Contractor (MAC), Novitas Solutions, Hillrom informed BardyDx that a "Company Material Adverse Effect" had occurred under the acquisition agreement and, therefore, closing conditions were not satisfied. After a trial in the Delaware Court of Chancery to address BardyDx's claims against Hillrom, the Court found for BardyDx and ruled that Hillrom is obligated to complete the transaction.

"We are disappointed by the Court's ruling and remain committed to enhancing shareholder value as we evaluate all available strategic options," said Hillrom President and CEO John Groetelaars.