8-K - CTS - Equibles

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): June 30, 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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. l 4d2(b))
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☐	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 June 30, 2022, CTS Ceramics Denmark A/S (the “Company”), an indirect wholly-owned subsidiary of CTS Corporation, an Indiana corporation (“CTS”), completed the previously announced acquisition of Meggitt A/S (a/k/a Ferroperm Piezoceramics A/S), a company incorporated in Denmark (“Ferroperm”) from Meggitt International, Ltd., a private limited company incorporated in England and Wales (“Seller”). Ferroperm is a wholly-owned subsidiary of Seller, and a leading provider of advanced materials focused on high performance piezoelectric ceramics.

The Company purchased all of the issued and outstanding shares of Ferroperm from Seller for DKK 525 million in cash (approximately $74 million based on the exchange rate between DKK and USD of 7.09 as of June 30, 2022), subject to customary net debt and working capital adjustments.

Item 7.01. Regulation FD Disclosure.

On June 30, 2022, CTS issued a press release announcing that it completed the acquisition of Ferroperm. 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 June 30, 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: July 1, 2022		CTS CORPORATION
	By:	/s/ Ashish Agrawal
		Ashish Agrawal
		Vice President and Chief Financial Officer

cts-ex991_6.htm

	Press Release
June 30, 2022	FOR IMMEDIATE RELEASE

CTS Completes Ferroperm Piezoceramics Acquisition

Lisle, Ill. – Today CTS Corporation (NYSE: CTS) completed the previously announced acquisition of Ferroperm Piezoceramics from Meggitt PLC (LSE: MGGT) for 525 million Danish Krone in cash, subject to usual net debt and working capital adjustments and other terms and conditions of the Definitive Share Purchase Agreement.

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.

“We are pleased to welcome the Ferroperm team to CTS,” said Kieran O’Sullivan, CEO of CTS Corporation. “The completion of this acquisition represents another step forward in our diversification strategy. Ferroperm’s presence in Europe and experience in medical therapeutic markets complement our capabilities. We look forward to leveraging the technical expertise of both teams to enhance our product offering and accelerate growth. We expect the acquisition to be accretive in 2023.”

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.

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