8-KAccepted Sep 30, 8:21 AM ET
Integer Holdings Announces Merger; HSR Waiting‑Period Terminated
Accepted (ET)
8:21 AM
Sep 30, 2026
Filed
Sep 30, 2026
Documents
15
Size
253.8 KB
Summary
Integer Holdings Announces Merger; HSR Waiting‑Period Terminated
What Happened
- Integer Holdings Corporation (the “Company”) announced on September 30, 2026 that it received early termination of the Hart‑Scott‑Rodino (HSR) Act waiting period for the previously disclosed Agreement and Plan of Merger dated August 2, 2026.
- Under that agreement, Armstrong Bidco, Inc. (a Merger Sub) will merge with and into Integer, with Integer surviving as a wholly owned subsidiary of Armstrong Parent, Inc., which is affiliated with investment funds managed by Kohlberg Kravis Roberts & Co. L.P. The Company expects the Merger to close by the end of calendar year 2026, subject to other customary closing conditions and regulatory approvals.
Key Details
- Merger Agreement signed: August 2, 2026.
- HSR waiting‑period early termination announced: September 30, 2026 — satisfies one closing condition.
- Special stockholder meeting to vote on the Merger scheduled for October 21, 2026 at 9:00 a.m. Central Time.
- Board of directors unanimously recommends stockholders vote “FOR” the merger proposal; the definitive proxy was filed September 14, 2026 and mailed to holders of record as of September 8, 2026.
Why It Matters
- The HSR early termination removes a major regulatory timing hurdle and advances the transaction toward closing, but the Merger still requires other antitrust and foreign direct investment approvals and customary closing conditions.
- Stockholders must vote on the Merger at the October 21 meeting; the outcome of that vote and remaining regulatory approvals will determine whether the Company becomes a wholly owned subsidiary of the KKR‑affiliated buyer.
- The filing contains forward‑looking statements and directs investors to the definitive proxy and the Company’s SEC filings for full details, risks, and participant disclosures.