Item 1.01 Entry into a Material Definitive Agreement.
On
Transaction Overview
On the terms and conditions set forth in the Purchase Agreement, the Company has
agreed to purchase all of the issued and outstanding stock of Carling (the
"Transaction") for a purchase price of
The completion of the Transaction is subject to certain customary closing conditions, including (i) expiration or termination of the waiting period (and any extensions thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (ii) the receipt of certain required consents and approvals of specified governmental authorities having been obtained, and (iii) the absence of any order, judgment, injunction, law or other legal restraint prohibiting the consummation of the Transaction. Each party's obligation to consummate the Transaction is also subject to certain additional closing conditions, including the material accuracy of the other party's representations and warranties contained in the Purchase Agreement, and the other party's compliance in all material respects with its covenants and agreements contained in the Purchase Agreement.
The Purchase Agreement contains customary representations, warranties and covenants by each party that are subject, in some cases, to specified exceptions and qualifications contained in the Purchase Agreement. Among other things, the sellers have agreed (i) to conduct Carling's business in the ordinary course consistent with past practice in all material respects between the execution of the Purchase Agreement and the closing of the Transaction, (ii) not to engage in certain transactions, such as equity issuances, incurrence of indebtedness or acquisitions between the execution of the Purchase Agreement and the closing of the Transaction, except with the written consent of the Company, and (iii) not to compete with Carling's business (subject to certain exceptions) for a period of five years after the closing date.
Each of the parties is required to use their respective commercially reasonable efforts to consummate the Transaction. Without limiting the foregoing, the Company must use its reasonable efforts to take all actions necessary to obtain the required consents from antitrust authorities, including defending any court order or governmental order that would prevent the consummation of the closing; however, the Company will not be required to dispose of any assets in connection with such efforts. Both the Company and the sellers have agreed, following the closing, to indemnify the other party for losses arising from certain breaches of the Purchase Agreement and for certain other liabilities, subject to certain limitations and the Company has obtained a representations and warranty insurance policy in connection with certain breaches of representations and warranties made by the sellers. The Purchase Agreement provides for a portion of the purchase price to be temporarily held in a third-party escrow account as security for certain of sellers' indemnification obligations.
The foregoing description of the Purchase Agreement and the Transaction does not purport to be complete, and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed herewith as Exhibit 2.1 and is incorporated herein by reference.
The Purchase Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Seller, any of their respective affiliates or of Carling or its business. The Purchase Agreement contains representations and warranties that are the product of negotiations among the parties thereto and that the parties made to, and solely for the benefit of, each other as of specified dates. The assertions embodied in those representations and warranties are subject to qualifications and limitations agreed to by the respective parties and are also qualified in important part by confidential disclosure schedules delivered in connection with the Purchase Agreement. The representations and warranties may have been made for the purpose of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Seller, any of their respective subsidiaries or affiliates or the Carling business.
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
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conditions, the impact of competitive products and pricing, product quality
problems or product recalls, capacity and supply difficulties or constraints,
coal mining exposures reserves, cybersecurity matters, 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
Item 7.01 Regulation FD Disclosure.
On
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description
2.1 Stock Purchase Agreement, datedOctober 19, 2021 , by and betweenLittelfuse, Inc. , the Shareholders ofCarling Technologies, Inc. , andChristopher T. Sorenson , as Sellers' Representative* 99.1 Press Release ofLittelfuse, Inc. , datedOctober 20, 2021 .
* Exhibits and schedules omitted pursuant to Item 601(b)(2) of Regulation S-K.
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