STERIS plc: agrees to acquire Xodus Medical for $2,100,000,000

What happened STERIS plc filed an 8-K reporting that STERIS Corporation, a wholly owned subsidiary, entered into a Purchase and Sale Agreement on Oct 11, 2026 to acquire all of the equity interests of Xodus Medical, Inc. for $2,100,000,000 in cash at closing, subject to customary adjustments, plus additional potential earnout consideration of up to $150,000,000 based on specified post-closing performance targets in calendar 2028. The filing states the Acquisition is expected to be financed primarily with debt and is anticipated to close by Dec 31, 2026, subject to customary closing conditions and regulatory approvals.

Key details

• Purchase price: $2,100,000,000 cash at closing, subject to customary adjustments.
• Earnout: up to $150,000,000 tied to calendar 2028 performance targets.
• Financing: bridge financing commitment dated Oct 11, 2026 from JPMorgan Chase Bank, N.A. and Goldman Sachs Bank USA for up to $2,000,000,000 in the form of a senior unsecured bridge facility.
• Timing and termination: expected close by Dec 31, 2026; either party may terminate if the Acquisition has not occurred on or prior to Jul 12, 2027, which may be extended under certain circumstances to Jan 11, 2028.

Why it may matter Item reported: Item 1.01 — entry into a material definitive agreement covering the Purchase and Sale Agreement to acquire Xodus and the related bridge financing commitment. This filing states customary representations, warranties, covenants and termination rights and notes that completion is subject to customary conditions, including receipt of requisite regulatory approvals. This filing does not show why the insider traded or why the company acted.