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| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
FORM 8-K
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| Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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Date of Report (Date of earliest event reported) September 19, 2021
MATERION CORPORATION
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| (Exact name of registrant as specified in its charter) |
Ohio 001-15885 34-1919973
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| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
6070 Parkland Blvd., Mayfield Hts., Ohio 44124
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| (Address of principal executive offices) | | (Zip Code) |
Registrant's telephone number, including area code (216) 486-4200
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:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, no par value MTRN 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 (§204.12b-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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Item 1.01 Entry into a Material Definitive Agreement.
On September 19, 2021, Materion Corporation, an Ohio corporation (“Materion”), entered into a Share Purchase Agreement (the “SPA”) with HCST Hungary Holding Vagyonkezelő Korlátolt Felelősségű Társaság, a limited liability company organized under the laws of Hungary (“Seller”), H.C. Starck Group GmbH, a limited liability company organized under the laws of Germany (“German Parent”), and Opus HoldCo S.à r.l., a limited liability company (Société à responsabilité limitée) incorporated under the laws of Luxembourg (“Lux Parent”), pursuant to which, at the closing of the transactions contemplated thereby (the “Closing”), among other things, Materion will acquire all of the shares of H.C. Starck Inc., a Delaware corporation (the “Company”), from Seller. Prior to the Closing, Seller, German Parent and Lux Parent will cause the Company to transfer certain assets (including all of the Company’s subsidiaries) to other affiliated entities so that at the Closing, the Company’s business will be conducted exclusively out of its Newton, Massachusetts facility, the Company’s tantalum and niobium business will be its only business and Materion will not acquire any of the Company’s former businesses or subsidiaries. At Closing, Materion will pay aggregate consideration of $380 million in cash, on a cash-free, debt-free basis, subject to a customary purchase price adjustment mechanism.
The Closing is subject to customary conditions, including the absence of legal restraints and the termination or expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Clearance”). Each party’s obligation to consummate the transactions contemplated by the SPA is also subject to the accuracy of the representations and warranties of the other parties (subject to certain exceptions) and the performance in all material respects of the other parties’ respective covenants under the SPA.
The foregoing description of the SPA is only a summary and is qualified in its entirety by reference to the full text of the SPA, which is filed as Exhibit 2.1 to this Current Report on Form 8- K and incorporated by reference herein.
The SPA is filed with this Current Report on Form 8-K to provide security holders with information regarding its terms. It is not intended to provide any other factual information about Materion, Seller, German Parent or Lux Parent. The representations, warranties and covenants contained in the SPA were made solely for purposes of such agreement and as of specific dates, are solely for the benefit of the parties to the SPA, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties to the SPA instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security holders. Security holders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Materion, Seller, German Parent or Lux Parent. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the SPA, which subsequent information may or may not be fully reflected in Materion’s public disclosures, except to the extent required by law.
Item 7.01 Regulation FD Disclosure.
On September 20, 2021, Materion issued a press release announcing that it entered into the SPA. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by Materion under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit.
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| Exhibit Number | | Description of Exhibit |
| 2.1* | | |
| 99.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*The schedules and exhibits to the Share Purchase Agreement have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. Materion will furnish copies of any such schedules and exhibits to the Securities and Exchange Commission upon request.
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.
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| | Materion Corporation |
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| September 19, 2021 | By: | /s/ John M. Zaranec |
| | John M. Zaranec |
| | Vice President, Corporate Controller and Investor Relations |
