Item 2.01 Completion of Acquisition or Disposition of Assets
On November 30, 2021, Littelfuse, Inc., a Delaware corporation ("Littelfuse" or
the "Company") completed the previously announced acquisition of Carling
Technologies, Inc. ("Carling"), pursuant to the Stock Purchase Agreement (the
"Stock Purchase Agreement"), dated as of October 19, 2021, by and among the
Company, Carling, the shareholders of Carling (the "Sellers"), and Christopher
T. Sorenson, as Sellers' Representative. Pursuant to the Stock Purchase
Agreement, among other matters, the Sellers sold to the Company, and the Company
purchased from the Sellers, all of the Sellers' right, title and interest in and
to the outstanding equity securities of Carling.
At the closing of the transaction, the Company paid total consideration of
approximately $315 million in cash, subject to certain working capital and other
adjustments. Pursuant to the Agreement, $16.9 million of the purchase price was
deposited into an escrow fund in cash as security for certain indemnification
obligations of the Sellers.
The purchase price was funded with cash on hand.
The foregoing description of the transaction and the Stock Purchase Agreement
does not purport to be complete and is qualified in its entirety by reference to
the Stock Purchase Agreement, which was filed with the SEC as Exhibit 2.1 in a
Current Report on Form 8-K on October 20, 2021, and is incorporated into this
report by reference.
Forward Looking Statements
The statements in this communication that are not historical facts are intended
to constitute "forward-looking statements" entitled to the safe-harbor
provisions of the Private Securities Litigation Reform Act. These statements may
involve risks and uncertainties, including, but not limited to, risks relating
to product demand and market acceptance, economic conditions, the impact of
competitive products and pricing, product quality problems or product recalls,
capacity and supply difficulties or constraints, coal mining exposures reserves,
failure of an indemnification for environmental liability, exchange rate
fluctuations, commodity price fluctuations, the effect of the Company's
accounting policies, labor disputes, restructuring costs in excess of
expectations, pension plan asset returns less than assumed, integration of the
acquired business or other acquisitions, the ability to consummate the proposed
transaction on the anticipated timeline or at all, the ability to realize the
anticipated benefits of the proposed transaction, and other risks which may be
detailed in the Company's other Securities and Exchange Commission filings.
Should one or more of these risks or uncertainties materialize or should the
underlying assumptions prove incorrect, actual results and outcomes may differ
materially from those indicated or implied in the forward-looking statements.
This communication should be read in conjunction with information provided in
the financial statements appearing in the Company's Annual Report on Form 10-K
for the year ended December 26, 2020. For a further discussion of the risk
factors of the Company, please see Item 1A. "Risk Factors" to the Company's
Annual Report on Form 10-K for the year ended December 26, 2020.
Item 7.01 Regulation FD Disclosure.
On November 30, 2021, the Company issued a press release announcing that it had
completed the transactions contemplated by the previously announced Stock
Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1
hereto and is incorporated by reference into this Item 7.01. To supplement the
information in the attached press release, the Company has also prepared a
presentation, which will be available on the Company's website at
https://investor.littelfuse.com/events-and-presentations and is attached hereto
as Exhibit 99.2 to this Current Report on Form 8-K. The information in Exhibits
99.1 and 99.2 shall not be deemed to be "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934 nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, except as shall be
expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
99.1 Press Release of Littelfuse, Inc., dated November 30. 2021.
99.2 Littelfuse Presentation dated November 30, 202 1.
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