8-KMaterial AgreementsRegulation FDExhibits & Filings

TE Connectivity plc 8-K Report, Material Agreement (Nov 29, 2011)

Filed November 29, 2011For Securities:TEL

Summary

TE Connectivity Ltd. (TEL) has announced a significant acquisition, submitting an irrevocable offer to purchase Deutsch Group SAS for €1.55 billion (approximately $2.06 billion). Deutsch is a recognized leader in high-performance connectors for demanding environments, suggesting a strategic move by TEL to expand its market presence in specialized connector solutions. The total transaction value includes the repayment of Deutsch's financial debt at closing. The consideration to the sellers will be €1.15 billion (approximately $1.53 billion), which will not be subject to pre-closing performance adjustments and will accrue 5.5% interest if the deal extends beyond February 28, 2012. TE Connectivity plans to finance this acquisition through a mix of cash and debt. The transaction is subject to customary closing conditions, including regulatory approvals from French and U.S. authorities, and antitrust clearances, with an expected closing in the third quarter of fiscal year 2012.

Key Highlights

  • 1TE Connectivity (TEL) to acquire Deutsch Group SAS for €1.55 billion (approx. $2.06 billion).
  • 2Deutsch Group is a leader in high-performance connectors for harsh environments.
  • 3The purchase price includes the repayment of Deutsch's financial debt at closing.
  • 4Consideration to sellers is €1.15 billion (approx. $1.53 billion), with no adjustment for pre-closing performance.
  • 5The offer accrues 5.5% annual interest if closing is delayed beyond February 28, 2012.
  • 6Transaction financing will be a combination of cash and debt.
  • 7Expected closing in Q3 fiscal year 2012, subject to regulatory and antitrust approvals.

Frequently Asked Questions

This 8-K filing announces TE Connectivity's (TEL) entry into a material definitive agreement, specifically an irrevocable offer to purchase Deutsch Group SAS, a key player in high-performance connectors.

The total value of the proposed transaction is €1.55 billion (approximately $2.06 billion), which includes Deutsch's financial debt to be repaid at closing. TE Connectivity intends to finance this acquisition using a combination of cash on hand and debt.

The transaction is subject to several customary conditions, including the completion of required consultations with Deutsch's French workers councils, acceptance of the offer by the sellers, foreign investment approval by the French Ministry of Economy and Finance, approval from the Committee on Foreign Investment in the United States (CFIUS), and antitrust clearances. The offer is set to lapse on March 31, 2012, if not accepted by then.

TE Connectivity expects the acquisition to close in the third quarter of its current fiscal year, which corresponds to the April-June 2012 period.