8-KRegulation FDOther EventsExhibits & Filings

TE Connectivity plc 8-K Report, Regulation FD Disclosure (Oct 9, 2014)

Filed October 9, 2014For Securities:TEL

Summary

TE Connectivity Ltd. (TEL) announced on October 9, 2014, the successful completion of its acquisition of Measurement Specialties, Inc. (MEAS) for approximately $1.7 billion, including the assumption of net debt. The transaction was structured as a merger where MEAS became a wholly-owned subsidiary of TE Connectivity. This acquisition is a significant strategic move for TE Connectivity, likely aimed at expanding its product portfolio and market presence in sensor and connectivity solutions. Investors should note that all outstanding MEAS common stock was converted into cash at $86.00 per share, and outstanding stock options and restricted share units were also settled in cash, subject to vesting conditions. The full terms of the merger were previously detailed in an agreement filed on June 18, 2014.

Key Highlights

  • 1TE Connectivity plc completed the acquisition of Measurement Specialties, Inc. (MEAS).
  • 2The total transaction value was approximately $1.7 billion, including the assumption of net debt.
  • 3Each outstanding share of MEAS common stock was acquired for $86.00 in cash.
  • 4Stock options and restricted share units of MEAS were cancelled and settled in cash.
  • 5MEAS has become a wholly-owned subsidiary of TE Connectivity.
  • 6The merger was completed on October 8, 2014, and announced on October 9, 2014.

Frequently Asked Questions

This 8-K filing primarily serves to disclose the completion of TE Connectivity's acquisition of Measurement Specialties, Inc. (MEAS) and to provide details regarding the transaction, including the financial terms and the fate of MEAS's outstanding equity awards.

The filing indicates a significant cash outlay of approximately $1.7 billion for the acquisition. For TE Connectivity shareholders, this suggests a strategic expansion of the company's business. The impact on future earnings will depend on the integration of MEAS's operations and its contribution to revenue and profitability. The cash consideration means there was no dilutive share issuance for this transaction.

All outstanding shares of MEAS common stock were converted into $86.00 in cash per share. Existing MEAS stock options and restricted share units were also cashed out, subject to their vesting conditions. MEAS now operates as a wholly-owned subsidiary of TE Connectivity.

The filing states that the full text of the Merger Agreement, dated June 18, 2014, was previously filed as Exhibit 2.1 to TE Connectivity's Form 8-K on June 18, 2014, and is incorporated by reference.