UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
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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
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Description |
99.1 |
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104 |
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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 |
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CTS CORPORATION |
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By: |
/s/ Ashish Agrawal |
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Ashish Agrawal |
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Vice President and Chief Financial Officer |
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Press Release |
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June 30, 2022 |
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FOR IMMEDIATE RELEASE
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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
www.ctscorp.com
Cover Document |
Jun. 30, 2022 |
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Cover [Abstract] | |
Document Type | 8-K |
Document Period End Date | Jun. 30, 2022 |
Entity Registrant Name | CTS CORPORATION |
Entity Incorporation, State or Country Code | IN |
Entity File Number | 1-4639 |
Entity Tax Identification Number | 35-0225010 |
Entity Address, Address Line One | 4925 Indiana Avenue |
Entity Address, City or Town | Lisle |
Entity Address, State or Province | IL |
Entity Address, Postal Zip Code | 60532 |
City Area Code | 630 |
Local Phone Number | 577-8800 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, no par value |
Trading Symbol | CTS |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
Entity Central Index Key | 0000026058 |
Amendment Flag | false |
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