8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): October 9, 2014

TE CONNECTIVITY LTD.

(Exact Name of Registrant as Specified in its Charter)

Switzerland	98-0518048
(Jurisdiction of Incorporation)	(I.R.S. Employer Identification Number)

001-33260

(Commission File Number)

Rheinstrasse 20

CH-8200 Schaffhausen
Switzerland

(Address of Principal Executive Offices, including Zip Code)

+41 (0)52 633 66 61

(Registrant’s Telephone Number, including Area Code)

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure

On October 9, 2014, TE Connectivity Ltd. (the “Company”) issued a press release announcing the completion of the Merger (as defined below), a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 8.01. Other Events

On October 9, 2014, pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 18, 2014, by and among the Company, Measurement Specialties, Inc., a New Jersey corporation (“MEAS”) and Wolverine-Mars Acquisition, Inc., a Delaware corporation and a wholly-owned indirect subsidiary of the Company (“Merger Sub”), the Company acquired MEAS through a merger of Merger Sub with and into MEAS (the “Merger”), with MEAS surviving the Merger as a wholly-owned subsidiary of the Company (the “Surviving Corporation”).

At the effective time of the Merger (the “Effective Time”), (i) each outstanding share of common stock, no par value, of MEAS (the “Common Stock”), other than treasury shares and shares of Common Stock held by MEAS, the Company or Merger Sub, was converted into the right to receive $86.00 in cash, without interest  and (ii) each award of stock options or restricted share units with respect to Common Stock was cancelled in exchange for the right to receive, subject to award vesting conditions, an amount in cash equal to the product of (x) $86.00 per share of Common Stock (in the case of stock options, less the applicable exercise price) multiplied by (y) the total number of shares of Common Stock subject to such award.  The total transaction value was approximately $1.7 billion (including assumption of net debt).

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K with the Securities and Exchange Commission on June 18, 2014, and which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits
Exhibit 2.1	Agreement and Plan of Merger dated as of June 18, 2014 by and among TE Connectivity Ltd., Wolverine-Mars Acquisition, Inc. and Measurement Specialties, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 18, 2014)
Exhibit 99.1	Press release dated October 9, 2014

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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: October 9, 2014

TE CONNECTIVITY LTD. (Registrant)
By:	/s/ Harold G. Barksdale
	Harold G. Barksdale
	Corporate Secretary

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EX-99.1

Exhibit 99.1

TE Connectivity Completes Acquisition of Measurement Specialties, Inc.

Establishes TE as a Leader in the High-Growth Sensor Market;
Expands TE’s Leadership Position in Harsh Environment Applications

SCHAFFHAUSEN, Switzerland — October 9, 2014 — TE Connectivity Ltd. (NYSE: TEL), a world leader in connectivity, announced today that it has completed the previously announced acquisition of Measurement Specialties, Inc.

Measurement Specialties, a leading global designer and manufacturer of sensors and sensor-based systems, offers a broad portfolio of sensor technologies including pressure, vibration, force, temperature, humidity, ultrasonics, position and fluid, for a wide range of applications and industries.

“The acquisition of Measurement Specialties establishes TE as a leader in the very attractive high-growth sensor market,” said Tom Lynch, TE Connectivity Chairman and CEO. “TE’s leadership in the connectivity market combined with Measurement Specialties’ broad sensor portfolio provides our customers with the broadest range of connectivity and sensor solutions in the industry. The acquisition of Measurement Specialties expands TE’s sensor business significantly, and builds on our strength in harsh environment applications. We look forward to offering our customers the most innovative solutions for their connectivity and sensor needs, and welcoming the talented team from Measurement Specialties to TE.”

For reporting purposes, Measurement Specialties will be included as part of TE’s Transportation Solutions segment.

ABOUT TE CONNECTIVITY

TE Connectivity (NYSE: TEL) is a $13 billion world leader in connectivity. The company designs and manufactures products at the heart of electronic connections for the world’s leading industries including automotive, energy and industrial, broadband communications, consumer devices, healthcare, and aerospace and defense. TE Connectivity’s long-standing commitment to innovation and engineering excellence helps its customers solve the need for more energy efficiency, always-on communications and ever-increasing productivity. With nearly 90,000

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employees in over 50 countries, TE Connectivity makes connections the world relies on to work flawlessly every day. To connect with the company, visit: www.TE.com.

Forward-Looking Statements

This release contains certain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance, financial condition or achievements to differ materially from anticipated results, performance, financial condition or achievements. All statements contained herein that are not clearly historical in nature are forward-looking and the words “anticipate,” “believe,” “expect,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements. We have no intention and are under no obligation to update or alter (and expressly disclaim any such intention or obligation to do so) our forward-looking statements whether as a result of new information, future events or otherwise, except to the extent required by law. The forward-looking statements in this release include statements addressing our future financial condition and operating results and our ability to realize projected financial impacts of and to integrate the acquisition of Measurement Specialties. Examples of factors that could cause actual results to differ materially from those described in the forward-looking statements include, among others, business, economic, competitive and regulatory risks, such as conditions affecting demand for products, particularly in the automotive industry and the telecommunications networks and consumer devices industries; competition and pricing pressure; fluctuations in foreign currency exchange rates and commodity prices; natural disasters and political, economic and military instability in countries in which we operate; developments in the credit markets; future goodwill impairment; compliance with current and future environmental and other laws and regulations; the possible effects on us of changes in tax laws, tax treaties and other legislation; the risk that Measurement Specialties’ operations will not be successfully integrated into ours; and the risk that revenue opportunities, cost savings and other anticipated synergies from the Measurement Specialties acquisition may not be fully realized or may take longer to realize than expected. More detailed information about these and other factors is set forth in TE Connectivity Ltd.’s Annual Report on Form 10-K for the fiscal year ended Sept. 27, 2013 as well as in our Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other reports filed by us with the U.S. Securities and Exchange Commission.

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Contacts:	Media Relations:	Investor Relations:
	Jane Crawford	Sujal Shah
	TE Connectivity	TE Connectivity
	610-893-9689	610-893-9790
	Jane.crawford@te.com	Sujal.shah@te.com

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