and warranties contained in the Investment Agreement (i) are qualified by information disclosed to the Company and the Investor 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 Investment, which subsequent information may or may not be fully reflected in the Company’s or Technoprobe’s 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 Technoprobe or any of their respective subsidiaries or affiliates.
Item 7.01 Regulation FD Disclosure.
Concurrently with entry into the Investment Agreement, the Company has entered into an agreement (the “DIS Sale Agreement”) with Technoprobe to sell to Technoprobe its Device Interface Solutions business unit (the “DIS Business”) for $85 million, net of cash and debt, and subject to a customary working capital adjustment. The DIS Sale Agreement includes customary warranties, covenants and indemnifications by the parties. Consummation of the sale of the DIS Business is subject to customary conditions, including, among other things, (i) clearance from the Committee on Foreign Investment in the United States, (ii) merger control review in Taiwan, (iii) the absence of a material adverse effect with respect to the DIS Business and (iv) the concurrent closing of the Investment. Additionally, the Company and Technoprobe are engaging in joint development projects.
On November 7, 2023, the Company issued a press release announcing that it had entered into the Investment Agreement. A copy of the press release is furnished as Exhibit 99.1.
The information furnished under this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or 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.
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Safe Harbor for Forward-Looking Statements
This Current Report on Form 8-K, including the Exhibit, contains forward-looking statements regarding the Investment, the sale of the DIS Business, payments to the former Technoprobe shareholders, Teradyne’s future financial results, and Technoprobe’s future business prospects, share price 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: seeking and obtaining the required regulatory approvals in connection with effecting the Investment and the sale of the DIS Business; conditions affecting the markets in which Technoprobe operates; market acceptance of Technoprobe’s new products; competition from both larger, more established and emerging companies in Technoprobe’s markets; the protection of Technoprobe’s intellectual property; potential infringement of third party intellectual property rights; the recruitment and retention of
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