Vyaire - Notice of Sale Closing (RDX Assets to Trudell)
- Date
- 2024-06-09
Summary
A Notice of Closing of Sale of Certain of the Debtors' Respiratory Diagnostics Assets to Trudell Medical Limited, filed November 13, 2024 as Doc 736 in In re Vyaire Medical, Inc., et al., Case No. 24-11217 (BLS), in the U.S. Bankruptcy Court for the District of Delaware. It recounts that the debtors filed for chapter 11 on June 9, 2024, that the court entered the Bidding Procedures Order on July 11, 2024 [Docket No. 249], and that Trudell was selected as Successful Bidder after an auction on August 12-14, 2024. It notes the Trudell Sale Order entered September 4, 2024 [Docket No. 497] and the assumed contracts exhibit filed November 6, 2024 [Docket No. 711]. The notice states that the Trudell Sale closed on November 12, 2024 and attaches as Exhibit 1 Amendment No. 1 to the Asset Purchase Agreement.
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Case 24-11217-BLS Doc 736 Filed 11/13/24 Page 1 of 4
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
)
In re: ) Chapter 11
)
VYAIRE MEDICAL, INC., et al.,1 ) Case No. 24-11217 (BLS)
)
Debtors. ) (Jointly Administered)
)
) Re: Docket Nos. 249, 400, 497, & 711
)
NOTICE OF CLOSING OF SALE OF CERTAIN OF THE DEBTORS’ RESPIRATORY
DIAGNOSTICS ASSETS TO TRUDELL MEDICAL LIMITED
PLEASE TAKE NOTICE that, on June 9, 2024, each of the above-captioned debtors and
certain of its subsidiaries (collectively, the “Debtors”) filed a petition with this Court under chapter
11 of title 11 of the United States Code (the “Bankruptcy Code”).
PLEASE TAKE FURTHER NOTICE that, on July 11, 2024, the United States
Bankruptcy Court for the District of Delaware (the “Court”) entered the Order (I) Approving
Bidding Procedures in Connection with the Sale of Substantially All of the Debtors’ Assets, (II)
Authorizing the Debtors to Enter Into a Stalking Horse Agreement and Provide Bid Protections,
(III) Approving the Form and Manner of Notice Thereof, (IV) Scheduling an Auction and Sale
Hearing, (V) Approving Procedures for the Assumption and Assignment of Contracts, (VI)
Approving the Sale of the Debtors’ Assets Free and Clear, and (VI) Granting Related Relief
[Docket No. 249] (the “Bidding Procedures Order”), authorizing the Debtors to solicit and select
the highest or otherwise best offer(s) for a sale (or sales) of (a) all or substantially all of the assets
or (b) one or more, or any combination of, assets of one or more Debtors.2
PLEASE TAKE FURTHER NOTICE that, on August 12-14, 2024, in accordance with
the terms of the Bidding Procedures Order, the Debtors conducted an auction and upon the
conclusion of the Auction, the Debtors, in the exercise of their reasonable and good-faith business
judgment, selected Trudell Medical Limited (“Trudell”) as the Successful Bidder for the Debtors’
Respiratory Diagnostics Assets.
PLEASE TAKE FURTHER NOTICE that, on August 20, 2024, the Debtors filed the
Notice of (I) Successful Bidder for the Sale of Certain of the Debtors’ Respiratory Diagnostics
1
The last four digits of Debtor Vyaire Medical, Inc.’s federal tax identification number are 6495. A complete list
of each of the Debtors in these chapter 11 cases and each such Debtor’s federal tax identification number may be
obtained on the website of the Debtors’ claims and noticing agent at https://omniagentsolutions.com/Vyaire. The
location of Debtor Vyaire Medical, Inc.’s principal place of business and the Debtors’ service address in these
chapter 11 cases is 26125 North Riverwoods Boulevard, Mettawa, Illinois, USA 60045.
2
Capitalized terms used but not defined herein have the meanings given to them in the Bidding Procedures Order.
Case 24-11217-BLS Doc 736 Filed 11/13/24 Page 2 of 4
Assets, (II) Proposed Purchase Agreement in Connection Therewith, and (III) Proposed Sale
Order in Connection Therewith [Docket No. 400], which attached thereto as Exhibit A the Asset
Purchase Agreement between the Debtors and Trudell related to the Debtors’ Respiratory
Diagnostics Assets (as may be amended or otherwise modified from time to time and including all
related documents, exhibits, schedules, and agreements thereto, collectively, the “Trudell APA”).
PLEASE TAKE FURTHER NOTICE that on September 4, 2024, the Court entered the
Order (A) Approving the Trudell Asset Purchase Agreement and Authorizing the Sale of Certain
Respiratory Diagnostics Assets of the Debtors Outside the Ordinary Course of Business, (II)
Authorizing the Sale of Assets Free and Clear of All Liens, Claims, Interests, and Encumbrances,
(III) Authorizing the Assumption and Assignment of Executory Contracts and Unexpired Leases
in Connection Therewith, and (IV) Granting Related Relief [Docket No. 497] (the “Trudell Sale
Order”) approving the sale of Debtors’ Respiratory Diagnostics Assets to Trudell (the “Trudell
Sale”).
PLEASE TAKE FURTHER NOTICE that on November 6, 2024, the Debtors filed the
Notice of Filing of Assumed Contracts Exhibit in Connection with Trudell Asset Purchase
Agreement [Docket No. 711], which attached as Exhibit A the assumed contract list to replace and
supersede Exhibit 2 to the Trudell Sale Order.
PLEASE TAKE FURTHER NOTICE that attached hereto as Exhibit 1 is the
Amendment No. 1 to Asset Purchase Agreement as to the Trudell APA.
PLEASE TAKE FURTHER NOTICE that on, November 12, 2024, the Trudell Sale
closed in accordance with the terms of the Trudell Sale Order and Trudell APA.
[Remainder of Page Intentionally Left Blank]
2
Case 24-11217-BLS Doc 736 Filed 11/13/24 Page 3 of 4
Dated: November 13, 2024
Wilmington, Delaware
/s/ Patrick J. Reilley
COLE SCHOTZ P.C. KIRKLAND & ELLIS LLP
Patrick J. Reilley (No. 4451) KIRKLAND & ELLIS INTERNATIONAL LLP
Stacy L. Newman (No. 5044) Joshua A. Sussberg, P.C. (admitted pro hac vice)
500 Delaware Avenue, Suite 1410 601 Lexington Ave
Wilmington, Delaware 19801 New York, New York 10022
Telephone: (302) 652-3131 Telephone: (212) 446-4800
Facsimile: (302) 652-3117 Facsimile: (212) 446-4900
Email: preilley@coleschotz.com Email: joshua.sussberg@kirkland.com
snewman@coleschotz.com
- and - - and -
Michael D. Sirota, Esq. (admitted pro hac vice) Spencer A. Winters, P.C. (admitted pro hac vice)
Warren A. Usatine, Esq (admitted pro hac vice) Yusuf U. Salloum (admitted pro hac vice)
Court Plaza North, 25 Main Street 333 West Wolf Point Plaza
Hackensack, New Jersey 07601 Chicago, Illinois 60654
Telephone: (201) 489-3000 Telephone: (312) 862-2000
Facsimile: (201) 489-1536 Facsimile: (312) 862-2200
Email: msirota@coleschotz.com Email: spencer.winters@kirkland.com
wusatine@coleschotz.com yusuf.salloum@kirkland.com
Co-Counsel to the Debtors Co-Counsel to the Debtors
and Debtors in Possession and Debtors in Possession
3
Case 24-11217-BLS Doc 736 Filed 11/13/24 Page 4 of 4
Exhibit 1
(First Amendment to Trudell APA)
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