8-KMaterial AgreementsRegulation FDExhibits & Filings

DOVER Corp 8-K Report, Material Agreement (Dec 22, 2010)

Filed December 22, 2010For Securities:DOV

Summary

Dover Corporation (DOV) has announced a significant strategic acquisition through an 8-K filing on December 22, 2010. The company has entered into a definitive agreement to acquire the Sound Solutions business of NXP Semiconductors N.V. for $855 million in cash. This acquisition is being executed through Dover's subsidiary, Knowles Electronics, LLC, and involves the purchase of specific NXP entities that house the Sound Solutions business operations, including intellectual property. The transaction is expected to expand Dover's portfolio and market reach within the Sound Solutions segment.

Key Highlights

  • 1Dover Corporation is acquiring the Sound Solutions business of NXP Semiconductors N.V.
  • 2The purchase price for the acquisition is $855 million in cash, subject to customary adjustments.
  • 3The acquisition will be completed through Dover's subsidiary, Knowles Electronics, LLC.
  • 4The deal involves the purchase of NXP Semiconductors Beijing Ltd. and NXP Semiconductors Austria GmbH.
  • 5Intellectual property related to the Sound Solutions business will be acquired or licensed.
  • 6Key closing conditions include regulatory approvals in China and the completion of NXP Austria's reorganization.
  • 7The agreement allows for termination if the transaction does not close by September 30, 2011.

Frequently Asked Questions

This 8-K filing announces Dover Corporation's entry into a material contract to acquire the Sound Solutions business from NXP Semiconductors N.V., providing key details about the transaction and its terms.

Dover Corporation is paying $855 million in cash for the Sound Solutions business, with the final price subject to adjustments for working capital, net cash, and assumed pension liabilities.

The consummation of the transaction is contingent upon customary closing conditions, including the reorganization of NXP Austria, obtaining anti-trust clearance in the People's Republic of China, and approval by PRC authorities for the transfer of shares in NXP China.

The agreement includes a termination clause, allowing either party to end the deal if the transaction has not closed on or prior to September 30, 2011.