8-KRegulation FDExhibits & Filings

AMPHENOL CORP /DE/ 8-K Report, Regulation FD Disclosure (Jan 19, 2021)

Filed January 19, 2021For Securities:APH

Summary

Amphenol Corporation (APH) has announced a significant development regarding its previously announced acquisition of MTS Systems Corporation. On January 19, 2021, Amphenol disclosed the execution of a share purchase agreement with Illinois Tool Works Inc. (ITW). This agreement stipulates that ITW will acquire the Test & Simulation business of MTS Systems Corporation, but only after Amphenol's own acquisition of MTS has been completed. This move is subject to certain conditions, including antitrust clearance under the Hart-Scott Rodino Act. This disclosure indicates a strategic divestiture related to the MTS acquisition. While Amphenol is acquiring MTS, it is simultaneously planning to sell a portion of MTS's business to ITW. Investors should closely monitor the progress of both Amphenol's acquisition of MTS and the subsequent sale of the Test & Simulation business to ITW, as well as the antitrust review process, as these actions will impact the final structure and value of the MTS acquisition for Amphenol.

Key Highlights

  • 1Amphenol Corporation is selling the Test & Simulation business of MTS Systems Corporation to Illinois Tool Works Inc. (ITW).
  • 2This sale is contingent upon the successful completion of Amphenol's own acquisition of MTS Systems Corporation.
  • 3The transaction is subject to regulatory approval, specifically clearance under the Hart-Scott Rodino Antitrust Improvements Act.
  • 4This is a Regulation FD disclosure, meaning the information is being furnished and not formally filed.
  • 5The press release announcing this agreement is attached as Exhibit 99.1 to the 8-K filing.
  • 6The CFO, Craig A. Lampo, signed the filing, indicating the transaction's financial significance.

Frequently Asked Questions

Amphenol is selling the Test & Simulation business of MTS to ITW as a condition related to its acquisition of MTS. This is often done to satisfy antitrust regulations or to streamline the acquired business post-acquisition, focusing on core assets.

The sale of the Test & Simulation business to ITW will only occur after Amphenol has successfully completed its acquisition of MTS Systems Corporation. The exact timing will depend on the closing of the MTS acquisition and regulatory approvals.

Clearance under the Hart-Scott Rodino Act means that the relevant antitrust authorities have reviewed the proposed transaction and have not raised any objections. It is a necessary step to ensure the transaction does not create anti-competitive issues.

The deal is subject to several conditions, including the successful completion of Amphenol's acquisition of MTS and antitrust clearance. Therefore, while an agreement is in place, it is not guaranteed to close in its current form until all conditions are met.