EDEN PRAIRIE, Minn.,
March 4, 2021 /PRNewswire/ -- MTS
Systems Corporation (Nasdaq: MTSC) ("MTS") today announced that,
based on the preliminary voting results from a special meeting of
shareholders held today, MTS' shareholders have approved the
adoption of the previously announced merger agreement relating to
the proposed transaction between MTS and Amphenol Corporation
(NYSE: APH) ("Amphenol"), whereby MTS will become a wholly-owned
subsidiary of Amphenol (the "Merger").
After certification by the inspector of elections, the final
voting results will be filed with the U.S. Securities and Exchange
Commission (the "SEC") in a Form 8-K, which will also be available
at www.sec.gov.
Approval by MTS' shareholders is a condition to the closing of
the Merger. The Merger remains subject to other customary closing
conditions, including receipt of approvals or clearances under
certain antitrust and competition laws and foreign investment
laws.
ADVISORS
J.P. Morgan Securities LLC and Evercore are serving as MTS'
co-financial advisors and Sidley Austin LLP is acting as its legal
advisor. Centerview Partners LLC is serving as Amphenol's financial
advisor for the transaction and Latham & Watkins LLP is acting
as its legal advisor.
ABOUT MTS SYSTEMS CORPORATION
MTS Systems Corporation's testing and simulation hardware,
software and service solutions help customers accelerate and
improve their design, development and manufacturing processes and
are used for determining the mechanical behavior of materials,
products and structures. MTS' high-performance sensors provide
measurements of vibration, pressure, position, force and sound in a
variety of applications. Additional information of MTS can be found
at www.mts.com.
ABOUT AMPHENOL
Amphenol Corporation is one of the world's largest designers,
manufacturers and marketers of electrical, electronic and fiber
optic connectors, interconnect systems, antennas, sensors and
sensor-based products and coaxial and high-speed specialty cable.
Amphenol designs, manufactures and assembles its products at
facilities in the Americas, Europe, Asia,
Australia and Africa and sells its products through its own
global sales force, independent representatives and a global
network of electronics distributors. Amphenol has a diversified
presence as a leader in high-growth areas of the interconnect
market including: Automotive, Broadband Communications, Commercial
Aerospace, Industrial, Information Technology and Data
Communications, Military, Mobile Devices and Mobile Networks.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These statements are based on current expectations of
future events. If underlying assumptions prove inaccurate or known
or unknown risks or uncertainties materialize, actual results could
vary materially from the expectations of MTS. Risks and
uncertainties include, but are not limited to: (i) the risk that
the Merger may not be completed in a timely manner or at all, which
may adversely affect MTS' business and the price of its common
stock, (ii) the failure to satisfy the conditions to the
consummation of the Merger, including the receipt of certain
governmental and regulatory approvals, (iii) the occurrence of any
event, change or other circumstance that could give rise to the
termination of the merger agreement (the "Merger Agreement") by and
among MTS, Amphenol and Moon Merger Sub Corporation ("Sub"), (iv)
the effect of the announcement or pendency of the Merger on MTS'
business relationships, operating results and business generally,
(v) the risk that the Merger disrupts MTS' current plans and
operations and potential difficulties in MTS' employee retention as
a result of the Merger and (vi) the outcome of any legal
proceedings that may be instituted against the MTS, Amphenol or Sub
related to the Merger Agreement or the Merger. The foregoing list
of risk factors is not exhaustive. Readers are advised to carefully
consider the foregoing risk factors and the other risks and
uncertainties that affect the businesses of MTS described in the
"Risk Factors" section of MTS' Annual Report on Form
10-K for the fiscal year ended October
3, 2020, filed with the SEC on December 15, 2020, and subsequent Quarterly
Reports on Form 10-Q and other reports and documents filed
from time to time with the SEC. These filings identify and address
other important risks and uncertainties that could cause actual
events and results to differ materially from those contained in the
forward-looking statements. Copies of these filings are available
online at https://wwww.mts.com/. Forward-looking statements
speak only as of the date they are made. Readers are cautioned not
to put undue reliance on forward-looking statements, and MTS
assumes no obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events or otherwise. MTS does not give any assurance that it
will achieve its expectations.
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SOURCE MTS Systems Corporation