8-KMaterial AgreementsRegulation FDOther Events+1

TE Connectivity plc 8-K Report, Material Agreement (Jun 18, 2014)

Filed June 18, 2014For Securities:TEL

Summary

TE Connectivity Ltd. (TEL) announced on June 18, 2014, its entry into a definitive agreement to acquire Measurement Specialties, Inc. (MEAS) for $86.00 per share in cash. This strategic acquisition is structured as a merger, where a wholly-owned subsidiary of TE will merge with and into MEAS, with MEAS continuing as a subsidiary of TE. The transaction is not subject to a financing condition, indicating TE's financial readiness to complete the deal. This move signals TE's intent to expand its product portfolio and market reach within the sensor and connectivity solutions space. Investors should note the closing conditions, which include customary regulatory approvals (antitrust in Germany, Austria, CFIUS, France) and MEAS shareholder approval. A termination fee of $22.9 million is stipulated under certain conditions, such as MEAS accepting a superior proposal, which highlights the competitive landscape and the commitment to the deal.

Key Highlights

  • 1TE Connectivity Ltd. entered into a Merger Agreement to acquire Measurement Specialties, Inc. (MEAS).
  • 2The acquisition price is $86.00 per share in cash, totaling a significant cash transaction.
  • 3The deal is structured as a merger with a TE subsidiary, making MEAS an indirect wholly-owned subsidiary.
  • 4The transaction is not contingent on TE securing financing.
  • 5Closing of the merger is subject to various conditions, including regulatory approvals (antitrust in Germany, Austria, CFIUS, France) and MEAS shareholder approval.
  • 6A termination fee of $22.9 million is payable by MEAS under specific circumstances, such as accepting a superior acquisition proposal.
  • 7TE Connectivity also issued a press release and investor presentation on June 18, 2014, to announce and discuss the merger.

Frequently Asked Questions

This 8-K filing announces TE Connectivity's entry into a material definitive agreement to acquire Measurement Specialties, Inc. (MEAS) for $86.00 per share in cash. It details the terms of the merger agreement and outlines the conditions for closing the transaction.

The filing states that each outstanding share of MEAS common stock will be converted into the right to receive $86.00 in cash. While the total number of outstanding shares is not explicitly stated in this excerpt, the deal value is based on this per-share cash consideration.

Yes, the consummation of the merger is subject to several conditions, including approval by MEAS shareholders, expiration of waiting periods under the Hart-Scott-Rodino Act, clearance from antitrust authorities in Germany and Austria, approval from the Committee on Foreign Investment in the United States (CFIUS), and clearance from the French Ministry for Economy and Finance. Additionally, MEAS has agreed not to solicit other acquisition proposals, but can terminate the agreement under certain conditions to accept a superior proposal, in which case MEAS would owe TE a termination fee of $22.9 million.

No, the filing explicitly states that the merger is not subject to a financing condition, indicating that TE Connectivity has secured or will use existing resources to fund the acquisition.