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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): January 30, 2024
AMPHENOL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
|
1-10879 |
|
22-2785165 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
358 Hall Avenue, Wallingford, Connecticut |
|
06492 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (203)
265-8900
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 240.14a-12)
¨ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
Class A
Common Stock, $0.001 par value |
|
APH |
|
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 7.01. |
Regulation FD Disclosure. |
On
January 30, 2024, Amphenol Corporation, a Delaware corporation (the “Company”) issued a press release announcing
its entry into a Stock Purchase Agreement, by and between the Company and Carlisle Companies Incorporated, a Delaware corporation. A copy
of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished herewith and shall
not be deemed "filed" for the 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 it be deemed
incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth
by specific reference in such filing.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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.
|
AMPHENOL CORPORATION |
|
|
|
Date: January 30, 2024 |
By: |
/s/ Lance E. D’Amico |
|
Name: |
Lance E. D’Amico |
|
Title: |
Senior Vice President, Secretary and General Counsel |
Exhibit 99.1
Amphenol | News
Release |
World Headquarters | |
358
Hall Avenue
Wallingford, CT 06492
Telephone (203) 265-8900
AMPHENOL CORPORATION
TO ACQUIRE
CIT BUSINESS
FROM CARLISLE
Transaction highlights:
| · | To acquire Carlisle Interconnect Technologies for $2.0 billion in cash |
| · | Adds leading capabilities in harsh environment interconnect solutions |
| · | Broad product portfolio highly complementary to Amphenol’s existing interconnect solutions |
| · | Accelerates long-term growth in the commercial air, defense and industrial markets |
| · | Expected to be accretive in the first full year after closing |
Wallingford, Connecticut, January 30, 2024. Amphenol Corporation
(NYSE: APH), a leading global provider of high-technology interconnect, antenna and sensor solutions, today announced a definitive agreement
to acquire the Carlisle Interconnect Technologies (“CIT”) business of Carlisle Companies Incorporated (NYSE: CSL) for $2.025
billion in cash, subject to customary post-closing adjustments.
CIT is a leading global supplier of harsh environment interconnect
solutions primarily to the commercial air, defense and industrial end markets, and is expected to have 2024 sales and adjusted EBITDA
margin of approximately $900 million and 20%, respectively. The company’s wide range of products including wire and cable, cable
assemblies, contacts, connectors and sensors are highly complementary to Amphenol’s existing interconnect and sensor solutions.
“We are excited to welcome CIT’s approximately 6,000 talented
employees to the Amphenol family,” said Amphenol President and Chief Executive Officer, R. Adam Norwitt. “CIT’s highly
engineered harsh environment interconnect solutions will allow us to deliver a more comprehensive technology solution for the increasingly
complex applications of our customers in harsh environment markets. We look forward to benefiting from this enhanced position with these
important customers in the commercial air, defense and industrial markets long into the future. In addition, we are excited by the possibilities
created through the combination of Amphenol’s strong operating discipline and CIT’s advanced capabilities. We look forward
to working together with CIT’s experienced management team to drive superior operating performance for the business as part of Amphenol.
The addition of CIT represents another step forward for our long-term and successful acquisition program, which we believe will continue
to create value for the Company long into the future.”
Assuming a continuation of current economic conditions, CIT is expected
to be accretive to Amphenol’s earnings per share in the first year post closing, excluding acquisition-related costs. The acquisition
of CIT will be financed through a combination of cash on hand as well as the Company’s existing credit and commercial paper facilities.
The transaction is expected to be completed by the end of the second quarter of 2024 and is subject to certain regulatory approvals and
other customary closing conditions.
Advisors
Evercore is serving as Amphenol’s financial advisor for the transaction
and Latham & Watkins, LLP is acting as its legal advisor.
About Amphenol
Amphenol Corporation
is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors and 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 approximately 40 countries around the world 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, Defense, Industrial, Information
Technology and Data Communications, Mobile Devices and Mobile Networks. For more information, visit www.amphenol.com.
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. Such forward-looking statements may contain words and terms such as: “anticipate,” “could,”
“believe,” “continue,” “expect,” “estimate,” “forecast,” “ongoing,”
“project,” “seek,” “predict,” “target,” “will,” “intend,” “plan,”
“look ahead,” “optimistic,” “potential,” “guidance,” “may,” “should,”
or “would” and other words and terms of similar meaning. These statements are only predictions, and such forward-looking statements
are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any
of them, and could cause actual outcomes and results to differ materially from current expectations. No forward-looking statement can
be guaranteed. Risks and uncertainties include, but are not limited to: (i) the risk that the proposed acquisition may not be completed
in a timely manner or at all, or if it is completed, that the expected benefits of the proposed acquisition may not be realized, (ii) the
failure to satisfy the conditions to the consummation of the proposed acquisition, including the receipt of certain regulatory and other
approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the stock purchase
agreement between the parties and (iv) unanticipated difficulties or expenditures relating to the acquisition, the response of business
partners and competitors to the announcement of the proposed acquisition, potential disruptions to current plans and operations and/or
potential difficulties in employee retention as a result of the announcement and pendency of the acquisition. The actual financial impact
of the proposed acquisition may differ from the expected financial impact described in this press release. The foregoing list of risk
factors is not exhaustive. Forward-looking statements in this press release should be evaluated together with the many uncertainties that
affect Amphenol’s and CIT’s respective businesses, particularly those identified in the risk factor discussion in Amphenol’s
Annual Report on Form 10-K for the year ended December 31, 2022, and its subsequent Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K. Amphenol undertakes no obligation to publicly update any forward-looking statement, whether as a result
of new information, future events or otherwise. The forward-looking statements made in this communication relate only to events as of
the date on which the statements are made.
Contact:
Sherri Scribner
Vice President, Strategy and Investor Relations
203-265-8820
IR@amphenol.com
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