8-K
CTS CORP (CTS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 12, 2022
CTS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| IN | 1-4639 | 35-0225010 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (1.R.S. Employer Identification No) |
| 4925 Indiana Avenue | ||
| Lisle IL | 60532 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant's Telephone Number, Including Area Code:(630) 577-8800
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. l 4d2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
|---|---|---|
| Common Stock, no par value | CTS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On April 12, 2022, CTS Ceramics Denmark A/S (the “Company”), an indirect wholly-owned subsidiary of CTS Corporation, an Indiana corporation (“CTS”), entered into a Share Sale and Purchase Agreement (“Agreement”) with Meggitt International, Ltd., a private limited company incorporated in England and Wales (“Seller”), and Meggitt International Holdings, Ltd., a private limited company incorporated in England and Wales (“Guarantor”), to acquire (the “Acquisition”) Meggitt A/S (a/k/a Ferroperm Piezoceramics A/S), a company incorporated in Denmark (“Ferroperm”). Seller and Guarantor are wholly-owned subsidiaries of Meggitt PLC, a public limited company incorporated in England and Wales, and a high-value, leading provider of proprietary and differentiated aerospace and defense technologies. Ferroperm is a wholly-owned subsidiary of Seller, and a leading provider of advanced materials focused on high performance piezoelectric ceramics.
Pursuant to the Agreement, the Company has agreed to purchase all of the issued and outstanding shares of Ferroperm from Seller for DKK 525 million in cash (approximately $76.8 million based on the exchange rate between DKK and USD of 6.836 as of April 12, 2022), subject to customary net debt and working capital adjustments. The Acquisition is subject to the receipt of certain governmental approvals and the satisfaction of other closing conditions, and is expected to close promptly following receipt of such approvals and satisfaction of all conditions to close. The Agreement contains customary conditions, representations, warranties, indemnities and covenants by, among, and for the benefit of the parties.
Item 7.01. Regulation FD Disclosure.
On April 12, 2022, the Company issued a press release announcing that it entered into the Agreement. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information provided in Item 7.01 of this Current Report on Form 8-K and in the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description |
|---|---|
| 99.1 | Press Release dated April 12, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 13, 2022 | CTS CORPORATION | |
|---|---|---|
| By: | /s/ Ashish Agrawal | |
| Ashish Agrawal | ||
| Vice President and Chief Financial Officer |
cts-ex991_201.htm
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Press Release |
|---|---|
| April 12, 2022 | FOR IMMEDIATE RELEASE |
CTS to Acquire Ferroperm Piezoceramics
Lisle, Ill. – CTS Corporation (NYSE: CTS) and Meggitt PLC (LSE: MGGT) have announced a definitive Share Purchase Agreement under which CTS would acquire Meggitt A/S (also known as Ferroperm Piezoceramics) for Danish Krone 525 million in cash, subject to net debt and working capital adjustments and the other terms and conditions of the Share Purchase Agreement. The transaction is expected to close in 2022 and is subject to the receipt of the requisite regulatory approvals, as well as the satisfaction of other customary closing conditions.
Founded in 1952, Ferroperm specializes in the design and manufacture of high performance piezoceramic components for use in complex and demanding medical, industrial, and aerospace applications. The company is recognized for its high quality and innovative piezoceramic technology. Based in Kvistgaard, Denmark, Ferroperm has established a strong customer base across Europe and North America.
“Ferroperm represents a great addition to our expanding piezoceramic business and advances our diversification,” said Kieran O’Sullivan, CEO of CTS Corporation. “Strategically, both organizations focus on serving targeted markets that demand high quality material formulation, reliability and technical depth. Ferroperm’s presence in medical therapeutics is complementary to our existing focus on medical imaging and diagnostics. We are excited to welcome a capable team with deep technical expertise to the CTS family.”
CTS (NYSE: CTS) is a leading designer and manufacturer of products that Sense, Connect, and Move. The company manufactures sensors, actuators, and electronic components in North America, Europe, and Asia, and provides engineered products to customers in the aerospace/defense, industrial, medical, and transportation markets.
Meggitt PLC, is a leading international company specializing in high performance components for the aerospace, defense and selected energy markets. Meggitt employs more than 9,000 people at nearly 40 manufacturing facilities and regional offices worldwide.
For more information on CTS Corporation, please visit www.ctscorp.com.
Investor Relations Contact
Ashish Agrawal
Chief Financial Officer
CTS Corporation
4925 Indiana Avenue
Lisle, IL 60532
E-mail: MediaRelations@ctscorp.com
Tel.: +1 (630) 577-8814
www.ctscorp.com