OMCL Omnicell Inc

Item 1.01                                            Entry into a Material Definitive Agreement.

On November 28, 2016, Omnicell, Inc. (“Omnicell”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Ateb, Inc., a North Carolina corporation (“Ateb US”), Ateb Canada Ltd., an Ontario corporation (“Ateb Canada,” and, together with Ateb US, the “Ateb Entities”), the stockholders of the Ateb Entities, the optionholders of Ateb US (the stockholders of the Ateb Entities and the optionholders of Ateb US together, the “Selling Parties”) and Kilpatrick Law Group, PLLC as the Stockholders’ Agent.  Pursuant to the terms and conditions of the Stock Purchase Agreement, Omnicell will acquire from the Selling Parties, and the Selling Parties will sell to Omnicell, all of the outstanding interests of the Ateb Entities on the closing date (the “Closing”). The Ateb Entities are providers of pharmacy-based patient care solutions and medication synchronization solutions to independent and chain pharmacies. The contemplated total aggregate consideration is $40,700,000, in cash, plus the cash on hand of the Ateb Entities at the Closing, subject to certain adjustments at the Closing as provided for in the Stock Purchase Agreement (the “Purchase Price”). A portion of the Purchase Price will be paid by Omnicell at the Closing in satisfaction of certain transaction expenses and the indebtedness of the Ateb Entities outstanding as of the Closing. The Closing is subject to certain closing conditions as set forth in the Stock Purchase Agreement.

The foregoing description of the Stock Purchase Agreement in this Current Report on Form 8-K is qualified in its entirety by reference to the full text of such agreement referenced as Exhibit 2.1, which is incorporated by reference herein. The Stock Purchase Agreement contains representations and warranties that the parties to the Stock Purchase Agreement made to and solely for the benefit of the other parties as of specific dates. Those representations and warranties were made solely for purposes of the Stock Purchase Agreement and may be subject to important qualifications and limitations agreed to by Omnicell, the Selling Parties and the Ateb Entities. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a standard of materiality provided for in the Stock Purchase Agreement and have been used for the purpose of allocating risk among the parties thereto rather than establishing matters as facts.

The proposed acquisition of the Ateb Entities pursuant to the Stock Purchase Agreement was reviewed and approved by Omnicell’s Board of Directors.