| Item 1.01. | Entry into a Material Definitive Agreement. |
On April 18, 2022, TTM Technologies, Inc. (the “Company”), Griffon Corporation (“Griffon”) and Exphonics, Inc., a wholly owned subsidiary of Griffon (“Exphonics” and, together with Griffon, the “Sellers”), entered into a definitive share purchase agreement (the “Purchase Agreement”) pursuant to which the Company agreed to purchase all of the issued and outstanding capital stock of Telephonics Corporation (“Telephonics”) and ISC Farmingdale Corp. (“ISC Farmingdale” and, together with Telephonics and its wholly-owned subsidiary, the “Acquired Companies”) for an aggregate purchase price of $330 million in cash, subject to customary working capital and certain other adjustments (the “Acquisition”).
The Acquisition has been unanimously approved by the board of directors of the Company.
Consummation of the Acquisition is subject to the satisfaction of certain conditions, including (i) expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) Griffon having obtained certain consents related to the Acquisition or, alternatively, having paid the Company a specified fee as liquidated damages in place of obtaining such consents, and (iii) completion of the sale or transfer of ownership interests held by Telephonics in a certain joint venture such that none of the Acquired Companies retain any liabilities or obligations in respect of such joint venture. The Company’s obligation to consummate the transactions contemplated by the Purchase Agreement is also subject to, among other things, (i) the accuracy of the representations and warranties of Griffon set forth in the Purchase Agreement, (ii) performance in all materials respects of the Sellers’ obligations under the Purchase Agreement, and (iii) the absence of a Material Adverse Effect, as defined in the Purchase Agreement.
The Purchase Agreement provides certain representations and warranties made by Griffon and by the Company. The Purchase agreement contains certain obligations of Griffon to indemnify the Company with respect to specifically identified matters. The Company has obtained a representation and warranty insurance policy that will provide coverage for breaches of representations and warranties made by the Sellers under the Purchase Agreement. The Purchase Agreement further provides certain covenants and agreements of the parties relating to the Acquisition, including with respect to cooperation, regulatory and other approval and consents, the conduct and operation of the Acquired Companies prior to the closing and similar matters. Among other things, Griffon has agreed not to compete with the business conducted by Telephonics within the United States for five years following the closing of the Acquisition. The Purchase Agreement also contemplates that the parties will enter into certain ancillary agreements related to the Acquisition.
The Purchase Agreement may be terminated in certain circumstances, including, among others, if the Acquisition does not close by October 22, 2022 (subject to extension by either the Company or Griffon for an additional 180 days). Additionally, Buyer may terminate the Purchase Agreement upon a breach by either Seller of any of their respective covenants or agreements, and Griffon may terminate the Purchase Agreement upon a breach by the Company of any of its covenants or agreements, which, in either case, would prevent the satisfaction of or result in the failure of any condition to the obligations at closing of the Company (in the case of a breach by a Seller) or of the Sellers (in the case of a breach by the Company) that is not waived or, if curable, cured within 30 days after receipt of written notice of such breach.
The Purchase Agreement has been filed with this Current Report on Form 8-K (this “Report”) to provide investors and security holders with information regarding its terms. Except for its status as the contractual document that established and governs the legal relations among the parties thereto with respect to the transactions described above, it is not intended to provide any other factual, business or operational information about the parties. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement as of the dates specified therein and may be subject to limitations agreed by the contracting parties and standards of materiality applicable to the contracting parties that differ from those applicable to investors.
Investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties or covenants or any description thereof as characterization of the actual state of facts or condition of the Company, the Sellers or the Acquired Companies. Additionally, the representations, warranties, covenants, conditions and other terms of the Purchase Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
A copy of the Purchase Agreement is filed as Exhibit 2.1 to this Report and incorporated herein by reference thereto. The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Purchase Agreement.
