8-KMaterial AgreementsExhibits & Filings

AMPHENOL CORP /DE/ 8-K Report, Material Agreement (Jan 4, 2016)

Filed January 4, 2016For Securities:APH

Summary

Amphenol Corporation (APH) filed an 8-K on January 4, 2016, to report an amendment to the Sale and Purchase Agreement related to its acquisition of FCI Asia Pte Ltd. The amendment, dated December 31, 2015, revises the closing framework for the acquisition. Importantly, the company has received antitrust approval from the People's Republic of China as of December 28, 2015. As a result of these developments, Amphenol now anticipates the closing of the FCI acquisition to occur on January 8, 2016. The amendment also establishes December 31, 2015, as the effective date for closing calculations and allocation of assets/liabilities, provided the closing occurs by January 28, 2016, and subject to customary provisions to prevent value leakage from FCI to the seller between December 31, 2015, and the closing date.

Key Highlights

  • 1Amphenol Corporation amended its Sale and Purchase Agreement for the acquisition of FCI Asia Pte Ltd.
  • 2The amendment was entered into on December 31, 2015.
  • 3Antitrust approval from the People's Republic of China for the acquisition was received on December 28, 2015.
  • 4The closing of the FCI acquisition is now expected to occur on January 8, 2016.
  • 5The amendment revises the closing framework and timing of the acquisition.
  • 6A provision is included to make December 31, 2015, the effective date for closing calculations and asset/liability allocation, subject to conditions and value leakage protections.

Frequently Asked Questions

The primary purpose of this 8-K filing is to inform investors about an amendment to the Sale and Purchase Agreement for Amphenol's acquisition of FCI Asia Pte Ltd, and to update the expected closing date and related conditions.

Yes, Amphenol announced in this filing that it received antitrust approval from the People's Republic of China on December 28, 2015, which was a key step towards closing the acquisition.

Following the amendment and the receipt of Chinese antitrust approval, Amphenol now expects the acquisition to close on January 8, 2016.

The amendment designates December 31, 2015, as the effective time for purposes of calculating closing adjustments and allocating assets and liabilities. This is subject to the actual closing occurring by January 28, 2016, and customary protections against value leakage from FCI to the seller during the interim period.