8-KMaterial AgreementsExhibits & Filings

TERADYNE, INC 8-K Report, Material Agreement (Oct 11, 2005)

Filed October 11, 2005For Securities:TER

Summary

Teradyne, Inc. (TER) announced a significant divestiture through an 8-K filing on October 11, 2005, detailing an Asset and Stock Purchase Agreement with Amphenol Corporation. The agreement involves the sale of substantially all assets and certain liabilities of Teradyne's Connections Systems Division (TCS) for $390 million in cash, subject to adjustments. This strategic move signals Teradyne's intention to focus on core operations by exiting a non-core business segment. The transaction is subject to customary closing conditions, including antitrust approvals, and includes a non-compete clause for Teradyne in the backplane and connection systems business for six years post-closing. The filing also disclosed specific arrangements related to the President of the TCS Division, Richard E. Schneider, including incentive payments, potential severance, and continued benefits, underscoring the management's approach to managing key personnel during a significant corporate transition.

Key Highlights

  • 1Teradyne is selling its Connections Systems Division (TCS) to Amphenol Corporation for $390 million in cash.
  • 2The sale includes substantially all assets and certain liabilities of the TCS division.
  • 3The transaction is subject to antitrust approvals and other standard closing conditions.
  • 4Teradyne has agreed to a six-year non-compete clause related to the divested business.
  • 5The filing details executive compensation and severance packages for Richard E. Schneider, President of TCS.
  • 6Potential delays in closing for Chinese or Malaysian operations are outlined, with specific management and escrow arrangements.
  • 7The divestiture appears to be a strategic move to streamline operations and focus on core businesses.

Frequently Asked Questions

This 8-K filing announces Teradyne, Inc.'s entry into a material definitive agreement to sell its Connections Systems Division (TCS) to Amphenol Corporation for $390 million in cash.

Teradyne is selling substantially all of the assets and certain liabilities of its Connections Systems Division (TCS), including the capital stock of its subsidiaries in Malaysia, Mexico, and Ireland, to Amphenol Corporation.

Yes, the sale is subject to antitrust approvals and other customary closing conditions. Additionally, Teradyne has agreed not to compete with the divested backplane and connection systems business for a period of six years.

The filing details an agreement with Richard E. Schneider, President of TCS, which includes incentive payments, potential severance if certain conditions are not met by Amphenol, and continued benefits. This highlights the company's management of executive transitions during the sale.