Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
OnMay 21, 2021 , Brady Corporation Asia PTE., LTD, a wholly-owned subsidiary ofBrady Corporation (the "Company"), entered into an Agreement for the Sale and Purchase of the Entire Issued Share Capital ofMagicard Holdings Limited (the "Purchase Agreement") withLDC Limited and the other institutional and individual holders of outstanding shares of Magicard. Pursuant to the Purchase Agreement, the Company purchased all of the outstanding shares ofMagicard Holdings Limited ("Magicard"), and the closing of this transaction pursuant to the Purchase Agreement also occurred onMay 21, 2021 (the "Closing"). The total purchase price paid by the Company of approximatelyGBP 42 million (approximatelyUSD 59 million ) was inclusive of indebtedness of Magicard that was re-paid at Closing. The Purchase Agreement provides for certain indemnification rights with respect to a breach of representation, warranty or covenant by either party. The Company financed the acquisition by using cash held outsidethe United States . The Purchase Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The summary of the material provisions of the Purchase Agreement set forth above is qualified in its entirety by reference to the Purchase Agreement. The Company issued a press release onMay 21, 2021 regarding the transaction, which is attached hereto as Exhibit 99.1.
Item 5.02 (b) DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT
OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS OnMay 21, 2021 ,Conrad G. Goodkind , a member and Chairman of the Board of Directors (the "Board") of the Company, announced that he retired from the Board effective that day. The Board elected current directorBradley C. Richardson to replaceMr. Goodkind as Chairman effective immediately followingMr. Goodkind's retirement. Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits EXHIBIT NUMBER DESCRIPTION Purchase Agreement, dated as ofMay 21, 2021 , by and amongBrady Corporation and 2.1LDC Limited and the other institutional and individual
holders of outstanding shares
ofMagicard Holdings Limited . Schedules and exhibits
to this document are not
being filed herewith pursuant to Item 601(b)(2) of Regulation S-K.* 99.1 Press Release of Brady Corporation, dated May 21
, 2021, announcing the
acquisition of Magicard Holdings Limited . 104 Cover Page Interactive Data File (embedded within
Inline XBRL document).
* The registrant agrees to furnish a copy of any such schedule or exhibit to the
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