UNITED
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SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 2.01 Completion of Acquisition or Disposition of Assets.
On May 15, 2026, Embecta Corp. (“embecta”) completed its previously announced acquisition (the “Transaction”) of all of the issued share capital of Owen Mumford Holdings Limited (“Owen Mumford”), a privately held, UK-based innovator and manufacturer of medical devices and drug-delivery technologies. The Transaction was completed pursuant to an Agreement for the Sale and Purchase of Owen Mumford Holdings Limited (the “Purchase Agreement”), dated as of March 19, 2026, between embecta and Mark Owen, Adam Mumford (in his individual capacity and in his capacity as trustee of the Mumford Family 2026 Trust), Anne Mumford (in her capacity as trustee of the Mumford Family 2026 Trust), Ellen Owen, Kim Priddis and Nancy Millington.
Pursuant to the terms and conditions of the Purchase Agreement, embecta acquired Owen Mumford for an upfront cash payment of £100 million at closing (subject to customary adjustments, including for closing net cash) and will pay up to an additional £50 million upon the achievement of certain commercial milestones related to sales of the Aidaptus® next-generation auto-injector platform through the period ending June 30, 2029.
The foregoing description of the Purchase Agreement and the Transaction does not purport to be complete and is subject to, and qualified by reference in its entirety to the full text of the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 20, 2026 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On May 15, 2026, embecta issued a press release announcing the completion of the Transaction, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days following the date on which this Current Report on Form 8-K was required to be filed pursuant to Item 2.01.
(b) Pro Forma Financial Information
The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days following the date on which this Current Report on Form 8-K was required to be filed pursuant to Item 2.01.
(d) Exhibits
| 2.1 | Agreement for the Sale and Purchase of Owen Mumford Holdings Limited, dated March 19, 2026, among Embecta Corp. and the Sellers listed in Schedule 1 thereto (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by embecta with the SEC on March 20, 2026). |
| 99.1 | Press Release, dated May 15, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 15, 2026 | EMBECTA CORP. | |
| By: | /s/ Jeff Mann | |
| Jeff Mann | ||
Senior Vice President, General Counsel & Product Development, and Corporate Secretary | ||
embecta Completes Acquisition of Owen Mumford Holdings Limited
PARSIPPANY, N.J., May 15, 2026 -- Embecta Corp. ("embecta") (Nasdaq: EMBC), a global leader in diabetes care technology, today announced that it has completed its previously announced transaction to acquire Owen Mumford Holdings Limited ("Owen Mumford"), a privately held, UK-based innovator and manufacturer of medical devices and drug delivery technologies.
On March 19, 2026, the two companies announced a definitive agreement for embecta to acquire Owen Mumford for an upfront cash payment of £100 million and up to an additional £50 million in performance-based payments based on net sales of the Aidaptus® next generation auto-injector platform in the three-year period following the closing.
The transaction accelerates embecta's strategic transformation into a broad-based medical supplies company which provides drug delivery platforms to pharmaceutical companies and serves chronic care patients in the obesity, diabetes, autoimmune diseases and anaphylaxis markets. It provides embecta a differentiated drug-delivery platform designed to support pharmaceutical partners across multiple therapeutic areas and a strong underlying intellectual property portfolio, including the next-generation Aidaptus® auto-injector platform. It further adds a product portfolio of chronic care devices and leverages core manufacturing strengths in high volume medical products by combining Owen Mumford's device design, molding and assembly capabilities in drug-delivery systems with embecta's global commercial and distribution infrastructure, and large-scale manufacturing expertise, creating opportunities for expanding geographic reach and operational efficiencies.
About embecta
embecta is a global company that is advancing its 100-year legacy in insulin delivery to become a broad-based medical supplies company, helping to improve lives through innovative solutions, partnerships, and the passion of approximately 2,500 employees around the globe. For more information, visit embecta.com or follow our social channels on LinkedIn, Facebook, and Instagram.
About Owen Mumford
Founded in 1952 and headquartered in Oxfordshire, United Kingdom, Owen Mumford is a medical technology company with more than 70 years of innovation in healthcare device development. The company has built a strong reputation as a trusted partner to pharmaceutical and biotechnology companies, developing drug delivery technologies that support the administration of complex therapies, including its next-generation Aidaptus® auto-injector platform designed to enable future pharmaceutical partnerships. In addition to its drug delivery capabilities, Owen Mumford also offers a portfolio of medical devices used in chronic care and point-of-care applications, including self-injection, diagnostics and other patient-focused healthcare solutions distributed in markets around the world.
SAFE HARBOR STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This press release contains express or implied "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward-looking statements concern our current expectations regarding strategic direction and priorities and expectations regarding our acquisition of Owen Mumford. These forward-looking statements are subject to various known and unknown risks, uncertainties and other factors, and you should not rely upon them except as statements of our present intentions and of our present expectations, which may or may not occur. When we use words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “pursue,” “will,” “goal” or similar expressions, we are making forward-looking statements. Although we believe that our forward-looking statements are based on reasonable assumptions, our expected results may not be achieved, and actual results may differ materially from our expectations. In addition, important factors that could cause actual results to differ from expectations include, among others, the risks described in our periodic reports filed with the Securities and Exchange Commission, including under the caption “Risk Factors” in our most recent Annual Report on Form 10-K, as further updated by our Quarterly Reports on Form 10-Q we have filed or will file hereafter. Except as required by law, we undertake no obligation to update any forward-looking statements appearing in this release.
| Contacts | |
| Media | Investors |
| Christian Glazar | Pravesh Khandelwal |
| Sr. Director, Corporate Communications | VP, Head of Investor Relations |
| 908-821-6922 | 551-264-6547 |
| Contact Media Relations | Contact IR |
Forward Looking Statement
The information included on this website and other information provided from time to time through webcasts, conference calls, securities analyst meetings, road show presentations, investor conferences, transcripts, newsletters and similar events and communications contains “forward-looking statements”, as that term is defined in the Private Securities Litigation Reform Act of 1995 and other securities laws, based on current expectations and assumptions that involve risks and uncertainties. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the results of embecta may differ materially from those expressed or implied by such forward-looking statements and assumptions.These statements use words such as "will," "plan," "expect," "anticipate," "estimate," "next," "project," "potential," "continue," "expand" and "grow" and other words of similar meaning in conjunction with, among other things, discussions of future operations and financial performance and statements regarding our business strategy, impact of mergers and acquisitions,future product development, regulatory clearances and approvals, competitive position and expenditures.These statements are based on current assumptions and expectations of future events at the time they are made and thus are inherently subject to uncertainty.
All such statements are based upon current expectations of embecta and involve a number of business risks and uncertainties. Actual results could vary materially from anticipated results described, implied or projected in any forward-looking statement. Many of these risks and uncertainties are beyond the company's control. For a discussion of certain factors that could cause our actual results to differ from our expectations in any forward-looking statements see our latest Annual Report on Form 10-K and other filings with the SEC. embecta expressly disclaims any undertaking to update or revise any forward looking statements set forth herein to reflect events or circumstances after the date hereof, except as required by applicable law or regulation.