Amphenol Corporation (NYSE:APH) reached a definitive agreement to acquire PCTEL, Inc. (NasdaqGS:PCTI) for $140 million on October 13, 2023. As part of consideration, PCTEL stockholders will receive $7 in cash for each share of common stock they own. Upon completion of the transaction, PCTEL will no longer be listed on any public market and will be operating as wholly owned subsidiary of Amphenol Corporation. Amphenol Corporation will finance this transaction through cash on hand. The agreement also provides for certain termination rights for both the PCTEL and Amphenol. Upon termination of the agreement under certain circumstances, the PCTEL would be obligated to pay Amphenol a termination fee of $4.9 million.

The transaction is subject to PCTEL and Amphenol stockholder approval, regulatory approvals and customary closing conditions. The transaction has been approved by the Board of Directors of both parties. As of December 12, 2023, PCTEL shareholders approved the transaction. The transaction is expected to close in the fourth quarter of 2023 or early 2024. Lincoln received fees for its services of approximately $275,000, of which a portion was payable at the time Lincoln was engaged by PCTEL, and the remainder of which became payable upon Lincoln informing the Board that it was prepared to deliver its opinion as requested.
Lake Street Capital Markets acted as exclusive financial advisor and Laurie A. Cerveny and Benjamin J. Stein of Morgan, Lewis & Bockius LLP acted as legal advisor to PCTEL. Charles K. Ruck and Robert M. Katz of Latham & Watkins acted as legal advisor to Amphenol. Mattias Larsson and Anneli Lönnborg of Fylgia advised PCTEL. PCTEL estimates that it will pay Morrow Sodali a fee of up to $17,500, plus reimbursement of certain expenses. Evercore Inc. (NYSE:EVR) acted as financial advisor to Amphenol Corporation.

Amphenol Corporation (NYSE:APH) completed the acquisition of PCTEL, Inc. (NasdaqGS:PCTI) on December 15, 2023. Effective upon the closing, Cindy K. Andreotti, Gina Haspilaire, Cynthia A. Keith, Steven D. Levy, David A. Neumann, Anthony R. Rossabi, and M. Jay Sinder were removed from the Board of Directors of PCTEL, and David Neumann, Craig A. Lampo, Michael Ivas, Lance E. D?Amico, David Silverman, Gary Voccio, Mark Turner, and Stephen Dorrough became the executive officers of PCTEL.