01—Abstract
Summary
Summary of the 8-K filed March 18, 2024. Cited figures are marked; the original filing is the authoritative source.
TE Connectivity Ltd. (TEL) has announced a significant corporate restructuring plan involving a change of its jurisdiction of incorporation from Switzerland to Ireland through a merger.
The current Swiss-incorporated entity, TE Connectivity Ltd., will merge into a newly formed Irish public limited company, TE Connectivity plc, which will become the new publicly traded parent company. This strategic move is expected to be completed by the end of the calendar year, subject to shareholder approval and customary closing conditions. The ordinary shares of the new Irish entity are anticipated to continue trading on the New York Stock Exchange (NYSE) under the same ticker symbol "TEL".
02—Key points
Key Highlights
- TE Connectivity Ltd. is undertaking a corporate inversion, changing its place of incorporation from Switzerland to Ireland.
- A merger agreement has been entered into with a newly formed Irish subsidiary, TE Connectivity plc, which will become the surviving parent company.
- The transaction is expected to be completed by the end of the calendar year 2024, pending shareholder approval and other closing conditions.
- TE Connectivity plc (Ireland) will continue to be listed on the NYSE under the ticker symbol "TEL", and the current Swiss entity's shares will be delisted and cancelled.
- The company will remain subject to U.S. SEC reporting requirements, Sarbanes-Oxley Act, and NYSE rules, and will continue to report in U.S. dollars under U.S. GAAP.
- Shareholder approval is required at an extraordinary general meeting expected around June 12, 2024.
- Investors are advised to read the upcoming proxy statement/prospectus for detailed information on the merger and related matters.
03—Questions
Frequently Asked Questions
What is the main purpose of this 8-K filing?
The main purpose of this 8-K filing is to announce that TE Connectivity Ltd. has entered into a merger agreement to change its jurisdiction of incorporation from Switzerland to Ireland. The current Swiss parent will merge into a new Irish parent company, TE Connectivity plc.
Will this merger affect TE Connectivity's stock listing and ticker symbol?
No, the company anticipates that the ordinary shares of the new Irish parent company, TE Connectivity plc, will continue to be listed and traded on the New York Stock Exchange (NYSE) under the same ticker symbol "TEL". The current Swiss entity's shares will be delisted and cancelled as part of the merger.
What are the key conditions for this merger to be completed?
The merger is subject to the approval of TE Connectivity Ltd.'s shareholders at an extraordinary general meeting, expected around June 12, 2024, and other customary closing conditions outlined in the merger agreement.
Will TE Connectivity continue to be subject to U.S. regulations after the move to Ireland?
Yes, TE Connectivity plc (Ireland) will remain subject to U.S. Securities and Exchange Commission (SEC) reporting requirements, the Sarbanes-Oxley Act, and the applicable rules of the NYSE. The company will also continue to report its consolidated financial results in U.S. dollars and under U.S. GAAP.
04—Continue