Sec Form 13D Filing - Smiths Group International Holdings Ltd filing for ICU MEDICAL INC (ICUI) - 2022-01-12

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.)*
ICU MEDICAL, INC.
(Name of Issuer)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
44930G107
(CUSIP Number)

Matthew Whyte
Company Secretary
Smiths Group plc
4^th Floor, 11-12 St James’s Square
London, England, SW1Y 4LB
+44 (0) 20 7004 1600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

with a copy to:

Gregory Pryor
Patti J. Marks
White & Case LLP
1221 Avenue of the Americas
New York, NY 10020-1095

January 6, 2022
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 44930G107

1	NAMES OF REPORTING PERSON Smiths Group International Holdings Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) 00
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales

NUMBER OF	7	SOLE VOTING POWER
SHARES		0
BENEFICIALLY	8	SHARED VOTING POWER
OWNED BY		2,500,000 (1)
EACH	9	SOLE DISPOSITIVE POWER
REPORTING		0
PERSON	10	SHARED DISPOSITIVE POWER
WITH		2,500,000 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,500,000 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.5%(2)
14	TYPE OF REPORTING PERSON (See Instructions) OO

The class of equity securities to which this Schedule 13D relates is the common stock, par value $0.10 per share (the “Common Stock”), of ICU Medical, Inc., a Delaware corporation (“ICU Medical”).  The principal business address of ICU Medical is 951 Calle Amanecer, San Clemente, CA 92673.

The shares of Common Stock disclosed herein were acquired pursuant to a Share Sale and Purchase Agreement (the “Purchase Agreement”), dated September 27, 2021, by and between Shareholder and ICU Medical.

The information set forth in or incorporated by reference into Items 4, 5 and 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 3.

Pursuant to the terms of the Purchase Agreement, ICU Medical purchased from Shareholder all of shares in the capital of Smiths Medical 2020 Limited, for an enterprise value of $2.7 billion, plus an additional $0.1 billion contingent on the future share price performance of the enlarged ICU Medical business.  As part of the consideration, Shareholder will receive 2,500,000 newly issued unregistered shares of Common Stock.  In addition, Shareholder is entitled to receive a contingent amount of up to an addition $100 million in cash based on ICU Medical’s achievement of certain cumulative performance targets (i) on or prior to the third anniversary of Completion and (ii) on or prior to the fourth anniversary of Completion, respectively.

ICU Medical and Shareholder entered into a Shareholder Agreement (the “Shareholder Agreement”), dated January 6, 2021.  The Shareholder Agreement imposes certain restrictions on Shareholder, including prohibiting certain transfers of the shares of Common Stock issued to Shareholder (i) to a Person who has filed or is part of a “group” (as defined in Section 13(d) of the Exchange Act) that has filed a Schedule 13D with the SEC in respect of Common Stock, unless Shareholder has provided ICU Medical with at least prior written notice of such intended transfer of at least one business day or (ii) to certain competitors of ICU Medical or certain other parties, as well as customary standstill limitations.

Under the Shareholder Agreement, Shareholder has the right to designate one individual for election to the board of directors of ICU Medical so long as Shareholder beneficially owns at least 5% of the total outstanding shares of Common Stock.  Under the Shareholder Agreement, so long as (i) Shareholder beneficially owns at least 5% of the total outstanding shares of Common Stock, (ii) Shareholder has the right to designate one individual for election to the board of directors of ICU Medical under the Shareholders Agreement, or (iii) the director designated by Shareholder for appointment or election to the board of directors of ICU Medical serves on the board of directors as the Shareholder’s shareholder designee, Shareholder has agreed to vote its shares of Common Stock, subject to certain exceptions relating to significant corporate transactions, in accordance with the recommendation by the ICU Medical board of directors and in favor of persons nominated and recommended to serve as directors by the ICU Medical board of directors.  Shareholder is entitled to demand and piggy-back registration rights.

The foregoing descriptions of the Purchase Agreement and the Shareholder Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement and the Shareholder Agreement, which are filed as Exhibits 99.2 and 99.3 hereto, respectively, and are incorporated herein by reference.

Each of the entities listed in Item 2 (collectively, the “Filers”) expect that they will continuously monitor their investment in the Issuer.  The Filers will, from time to time, review their investment in the shares of Common Stock and, to the extent permitted by the Shareholder Agreement, may determine to sell shares of Common Stock.

Except as otherwise described herein, the Filers do not presently have any plans or proposals which relate to or would result in any of the events, actions or conditions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D.

(a) - (b) Each of the Filers has beneficial ownership of 2,500,000 shares of Common Stock that the Issuer issued to the Shareholder pursuant to the Purchase Agreement and Shareholder Agreement, which represents 10.5% of the outstanding shares of Common Stock based upon 21,239,119 outstanding shares of Common Stock outstanding as of October 31, 2021, as reported by the Issuer on November 5, 2021 plus the 2,500,000 shares of Common Stock issued to the Shareholder pursuant to the Purchase Agreement and the Shareholder Agreement).  Smiths Group plc may be deemed to have beneficial ownership over such 2,500,000 shares of Common Stock since the Shareholder is a direct wholly-owned subsidiary of Smiths Group plc.  The Filers share power to vote or to direct the vote of and power to dispose or to direct the disposition of such 2,500,000 shares of Common Stock.

(c) The Filers acquired the 2,500,000 shares of Common Stock pursuant to the Purchase Agreement and the Shareholder Agreement.  Except for such acquisition, during the last sixty days, none of the Filers nor, to their knowledge, any of their respective directors or executive officers, has purchased or sold any shares of Common Stock.

(d) No person is known to the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities covered by this Schedule 13D.

(e) Not Applicable.

Other than as described in Items 3, 4 and 5, which disclosure is incorporated into this Item 6 by reference, to Smiths Group plc’s and the Shareholder’s knowledge, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of ICU Medical.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: January 12, 2022

SCHEDULE A

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of Smiths Group plc

The business address of each director and executive officer is c/o Smiths Group plc, 4^th Floor, 11-12 St James’s Square, London, England, SW1Y 4LB.  Unless otherwise indicated, each director and executive officer is a citizen of the United Kingdom.

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of Smiths Group International Holdings Limited

The business address of each director and executive officer is c/o Smiths Group plc, 4^th Floor, 11-12 St James’s Square, London, England, SW1Y 4LB.  Unless otherwise indicated, each director and executive officer is a citizen of the United Kingdom.