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): May 13, 2015
TERADYNE, INC.
(Exact Name of Registrant as Specified in Charter)
| Massachusetts | 001-06462 | 04-2272148 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 600 Riverpark Drive, North Reading, MA | 01864 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (978) 370-2700
(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 (see General Instruction A.2. below):
| ¨ | 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)) |
| Item 1.01. | Entry into a Material Definitive Agreement |
On May 13, 2015, Teradyne, Inc. (the “Company”) entered into a Share Sale and Purchase Agreement (the “Purchase Agreement”) with the holders of all the issued and outstanding shares of Universal Robots A/S, a Danish limited liability company (“Universal Robots”), Teradyne Holdings Denmark ApS, a Danish limited liability company and wholly owned indirect subsidiary of the Company (the “Buyer”), and Vaekstfonden and ANBE af 2006 ApS, as the Sellers’ Representatives. The Purchase Agreement has been approved by the boards of directors of the Company and Universal Robots.
Upon the terms and subject to the conditions set forth in the Purchase Agreement, the Buyer will acquire all the issued and outstanding shares of Universal Robots (the “Acquisition”), with Universal Robots continuing after the Acquisition as a wholly owned subsidiary of the Buyer. The aggregate value of the cash consideration to be paid at the closing of the Acquisition for all issued and outstanding shares of Universal Robots is expected to be approximately $285 million net of Universal Robots’ cash and debt. In addition, up to $15 million would be payable upon the achievement of certain EBITDA-based performance targets through 2015 and up to $50 million would be payable upon the achievement of certain revenue-based performance targets through 2018.
The Purchase Agreement includes customary warranties and covenants by the parties. Consummation of the Acquisition is subject to (i) the approval of, or the expiration of the relevant waiting period required by, the German Federal Cartel Office and (ii) the absence of a material adverse effect with respect to Universal Robots.
Subject to certain exceptions and limitations, the shareholders of Universal Robots that will receive cash consideration in the Acquisition have agreed to indemnify Buyer for breaches of warranties, covenants and other specified matters contained in the Purchase Agreement. An amount equal to $28.5 million of the cash consideration payable at the closing of the Acquisition will be held in escrow for a period of 18 months to satisfy indemnification obligations of Universal Robots’ shareholders to the Buyer.
The foregoing is a summary of the terms of the Purchase Agreement, and does not purport to summarize or include all terms relating to the transactions contemplated by the Purchase Agreement. The foregoing summary is qualified in its entirety by reference to the Purchase Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 5, 2015. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of such agreement and as of specified dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. Certain of the representations and warranties have been made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts. Investors are not third-party beneficiaries under the Purchase Agreement. In addition, the representations and warranties contained in the Purchase Agreement (i) are qualified by information disclosed to the Company and the Buyer in a virtual data room, (ii) were made only as of the date of such agreement or a prior, specified date, and (iii) in some cases are subject to qualifications with respect to materiality, knowledge and/or other matters, including standards of materiality applicable to the contracting parties that differ from those applicable to investors. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement or the date of the acquisition, which subsequent information may or may not be fully reflected in the Company’s or Universal Robots’ public disclosures. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts or condition of the Company or Universal Robots or any of their respective subsidiaries or affiliates.
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| Item 8.01. | Other Items |
On May 13, 2015, the Company issued a press release announcing that it had entered into the Purchase Agreement. A copy of the press release is filed as Exhibit 99.1 attached hereto and incorporated herein by reference.
Safe Harbor for Forward-Looking Statements
This Current Report on Form 8-K, including the Exhibit, contains forward-looking statements regarding the Acquisition, Teradyne’s future financial results, and Universal Robots’ future business prospects and market conditions. Such statements are based on the current assumptions and expectations of Teradyne’s management and are neither promises nor guarantees of future performance. You can identify these forward-looking statements based on the context of the statements and by the fact that they use words such as “will,” “anticipate,” “expect,” “project,” “intend,” “plan,” “believe,” “target” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. There can be no assurance that these forward looking statements will be achieved. Important factors that could cause actual results to differ materially from those presently expected include: conditions affecting the markets in which Universal Robots operates; market acceptance of Universal Robots’ new products; competition from larger and more established companies in Universal Robots’ markets; the protection of Universal Robots’ intellectual property; the retention of key employees; the need for regulatory approval of the transaction; Teradyne’s ability to successfully grow Universal Robots’ business; and other events, factors and risks disclosed in filings with the SEC, including, but not limited to, the “Risk Factors” section of Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and Quarterly Report on Form 10-Q for the period ended April 5, 2015. The forward-looking statements provided by Teradyne in this Current Report on Form 8-K, including the Exhibit, represent management’s views as of the date of this report. Teradyne anticipates that subsequent events and developments may cause management’s views to change. However, while Teradyne may elect to update these forward-looking statements at some point in the future, Teradyne specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Teradyne’s views as of any date subsequent to the date of this Current Report on Form 8-K, including the Exhibit.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press Release issued by Teradyne, Inc. on May 13, 2015 | |
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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 thereunto duly authorized.
| TERADYNE, INC. | ||||||
| Dated: May 14, 2015 | By: | /s/ Gregory R. Beecher | ||||
| Name: | Gregory R. Beecher | |||||
| Title: | V.P., Chief Financial Officer and Treasurer | |||||
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EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release issued by Teradyne, Inc. on May 13, 2015 | |
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Exhibit 99.1
Teradyne and Universal Robots Announce Agreement for Teradyne
to Acquire Universal Robots, Leader in Collaborative Robots
| • | Collaborative Robotics is an emerging $100 million market with forecasted rapid growth |
| • | Universal Robots is the leader in collaborative robots with over 4,000 units sold |
| • | Establishes Teradyne position early in a high growth segment of industrial automation |
| • | Teradyne provides revenue synergies, financial strength and global reach to accelerate Universal Robots growth |
| • | Cash only transaction using offshore funds, immediately accretive |
NORTH READING, Mass. and ODENSE, Denmark — May 13, 2015 — Teradyne, Inc. (NYSE:TER) and the shareholders of Universal Robots (UR) today announced they have signed a definitive agreement under which Teradyne will acquire privately held Universal Robots, the Danish pioneer of collaborative robots, for $285 million net of cash acquired plus $65 million if certain performance targets are met extending through 2018. The acquisition has been approved by the Board of Directors of each company and is expected to close in the second quarter of 2015 subject to customary closing conditions and regulatory approval.
Universal Robots is the leading supplier of collaborative robots; low-cost, easy-to-deploy and simple-to-program robots that work side by side with production workers to improve quality and increase manufacturing efficiency. Collaborative robotics is a $100 million segment of the industrial robotics market growing at more than 50% per year.
“Universal Robots is the technology and sales leader in the fast growing collaborative robot market and we are excited to have them join Teradyne,” said Mark Jagiela, President and CEO of Teradyne. “This acquisition complements our System and Wireless Test businesses while adding a powerful, additional growth platform to Teradyne.”
(more)
Universal Robots achieved record revenue growth in 2014. Company revenue increased 70 percent from 2013 reaching more than $38 million USD with profit more than doubling from the prior period.
“The combination will boost our ability to innovate and recruit even more and thus will extend our lead within collaborative robotics and be of benefit to all our end-users and partners. At the same time, we are proud to add a brand new line of business to Teradyne,” said Enrico Krog Iversen, CEO of Universal Robots. “Our operations have been profitable since late 2010. Teradyne’s world-class engineering and support capabilities and strong financial position will help accelerate the growth of our collaborative robots in new and existing markets, especially in Asia where Teradyne holds a very strong position.”
The Danish Growth Fund, (Vækstfonden), has been the company’s main investor since 2008.
“Establishing Universal Robots as the game changer and market leader in the market for collaborative robots has been a great achievement, and this acquisition will give Universal Robots the best possible opportunity to further develop its leading position. It will strengthen Universal Robots’ position in Denmark and be a great benefit for the Danish high-tech industry going forward,” said Ulrik Jørring, Vice Chairman of the Board of Universal Robots and Senior Vice President of the Danish Growth Fund.
“The secret behind the success of Universal Robots is a clear strategy based on these three key goals: focus, simplicity and tough execution. The founders and the management have worked incredibly hard to realize their vision of making collaborative robot technology available to all businesses,” said Clas Nylandsted, Chairman of the Board, Universal Robots. “I am very satisfied with Teradyne as the new owner of Universal Robots,” added Nylandsted. “Among all the suitors, we chose to seek a common future with the very right one.”
A webcast to discuss the acquisition will be held on Wednesday May 13, 2015 at 9:00 a.m. EDT. Interested parties should access the webcast at www.teradyne.com and click on “Investors” at least five minutes before the call begins. Interested parties can also call 1-800 865-4424 (U.S. and Canada) and 1-706-902-0224 (outside the U.S. and Canada). The conference ID is 47214450. A replay will be available approximately two hours after the completion of the call. A replay will also be available on the Teradyne website, www.teradyne.com.
About Universal Robots
Universal Robots is a result of many years of intensive research in robots in Denmark’s successful “Robotic Valley” situated in Odense, Denmark. The company was founded in 2005 by three researchers (Esben Østergaard, Kasper Støy and Kristian Kassow). They wanted to make robot technology accessible to all, and to make unique industrial robots that could automate and rationalize all industrial processes, that were affordable, flexible, user-friendly and safe to work closely with. The product portfolio includes the collaborative UR3, UR5 and UR10 robot arms named after their payloads in kilos. Since the first UR robot entered the market in December 2008, the company has seen substantial growth with the user-friendly robot arms now being sold in more than 50 countries worldwide. Average payback period for UR robots is the fastest in the industry with only 195 days. The company is headquartered in Odense, Denmark and has subsidiaries and regional offices in the U.S., Spain, Germany, Singapore and China. Globally, Universal Robots employs over 150 employees. For more information, go to www.universal-robots.com.
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About Teradyne
Teradyne (NYSE:TER) is a leading supplier of Automatic Test Equipment used to test semiconductors, wireless products, data storage and complex electronic systems which serve consumer, communications, industrial and government customers. In 2014, Teradyne had revenue of $1.65 billion and currently employs approximately 3,800 people worldwide. For more information, visit www.teradyne.com. Teradyne(R) is a registered trademark of Teradyne, Inc. in the U.S. and other countries.
Safe Harbor Statement
This release contains forward-looking statements regarding the transaction, Teradyne’s future financial results, and Universal Robots’ future business prospects and market conditions. Such statements are based on the current assumptions and expectations of Teradyne’s management and are neither promises nor guarantees of future performance. There can be no assurance that these forward looking statements will be achieved. Important factors that could cause actual results to differ materially from those presently expected include: conditions affecting the markets in which Universal Robots operates; market acceptance of Universal Robots’ new products; competition from larger and more established companies in Universal Robots’ markets; the protection of Universal Robots’ intellectual property; the retention of key employees; the need for regulatory approval of the transaction; Teradyne’s ability to successfully grow Universal Robots’ business; and other events, factors and risks disclosed in filings with the SEC, including, but not limited to, the “Risk Factors” section of Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and Quarterly Report on Form 10-Q for the period ended April 5, 2015. The forward-looking statements provided by Teradyne in this press release represent management’s views as of the date of this release. Teradyne anticipates that subsequent events and developments may cause management’s views to change. However, while Teradyne may elect to update these forward-looking statements at some point in the future, Teradyne specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Teradyne’s views as of any date subsequent to the date of this release.
For more information, contact:
| Andrew Blanchard | Ulrik Jørring | |
| Investor Relations, Teradyne | Senior Vice President, The Danish Growth Fund | |
| 978.370.2425 | +45 35 29 86 67 / +45 40 80 48 74 (mobile) | |
| investorrelations@teradyne.com | mulj@vf.dk | |
| Enrico Krog Iversen | Clas Nylandsted | |
| CEO, Universal Robots | Chairman of the Board, Universal Robots | |
| +45 20 66 23 00 | + 45 24 43 38 99 | |
| meki@universal-robots.com | mcna@nielsen-nielsen.dk | |
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