Item 1.01. Entry Into a Material Definitive Agreement.
On December 18, 2019, Evoqua Water Technologies LLC, WTG Holdings Cooperatief
U.A., Evoqua Water Technologies Limited, Evoqua Water Technologies Pte. Ltd.,
Evoqua Water Technologies Ltd., Evoqua Water Technologies (Shanghai) Co. Ltd.,
WTG Holdco Australia (Memcor) Pty. Ltd. and Evoqua Water Technologies Membrane
Systems Pty. Ltd. (each of the foregoing entities, collectively, the "Evoqua
Sellers"), each a wholly-owned subsidiary of Evoqua Water Technologies Corp.
(the "Company"), entered into the first amendment to the Purchase and Sale
Agreement (the "Amendment") with DuPont de Nemours, Inc. ("DuPont"), amending
the Purchase and Sale Agreement dated October 1, 2019, by and among the Evoqua
Sellers and DuPont (the "Agreement"), pursuant to which the Evoqua Sellers will
divest the Company's Memcor® low pressure membrane product line (including the
product line's global workforce, its manufacturing site in Windsor, Australia,
associated operations and intellectual property) to DuPont (the "Transaction").
Pursuant to the Amendment, among other things, (i) the Evoqua Sellers and DuPont
have fixed the closing date of the Transaction as December 31, 2019, (ii) the
Evoqua Sellers and DuPont have agreed to waive certain closing conditions, and
(iii) DuPont has agreed to transfer the purchase price into an escrow account
for release on the closing date of the Transaction, subject to satisfaction of
the remaining closing conditions described in the Amendment.
The Amendment includes bring-downs of the representations and warranties made by
the Evoqua Sellers and DuPont in the Agreement, and except to the extent
modified by the Amendment, the other terms of the Agreement remain in full force
and effect.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by reference to the full text of the Amendment, a
copy of which is attached hereto as Exhibit 2.1, and the terms of which are
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description
2.1* Amendment to Purchase and Sale Agreement, by and among Evoqua Water
Technologies LLC, WTG Holdings Cooperatief U.A., Evoqua Water
Technologies Limited, Evoqua Water Technologies Pte. Ltd., Evoqua Water
Technologies Ltd., Evoqua Water Technologies (Shanghai) Co. Ltd., WTG
Holdco Australia (Memcor) Pty. Ltd., Evoqua Water Technologies Membrane
Systems Pty. Ltd. and DuPont de Nemours, Inc., dated December 18,
2019.
* Certain annexes to the Amendment have been omitted pursuant to Item 601(b)(2)
of Regulation S-K. The Company agrees to furnish supplementally to the
Commission a copy of any omitted annex upon request.
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