ESCO Technologies Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
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| Item 2.01 | Completion of Acquisition or Disposition of Assets |
On April 25, 2025, the Registrant and certain of its wholly owned subsidiaries completed the previously announced acquisition of all the issued and outstanding equity interests of (i) Ultra PMES Limited, (ii) Measurement Systems, Inc., (iii) EMS Development Corporation, and (iv) DNE Technologies, Inc. (collectively, the “Business”) from Ultra Electronics Holdings Limited (“Seller”). Pursuant to the terms of the Purchase Agreement (as defined in Item 1.01 to the Registrant’s Current Report on Form 8-K filed July 8, 2024), the purchase price at closing was approximately $550 million in cash, subject to customary adjustments for cash, debt, working capital and transaction expenses (the “Purchase Price”). The Registrant funded the Purchase Price and the payment of acquisition-related expenses through a combination of cash on hand and proceeds from previously consummated debt financings described in Item 1.01 to the Registrant’s Current Report on Form 8-K filed on August 7, 2024.
This summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof, a copy of which was attached as Exhibit 10.15 to the Registrant’s Form 10-K for the fiscal year ended September 30, 2024, filed on November 29, 2024, and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure |
On April 28, 2025, the Registrant issued a press release (furnished as Exhibit 99.1 to this report) announcing that it has completed the acquisition of the Business.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit No. | Description of Exhibit | |
| 99.1 | Press Release dated April 28, 2025 | |
| 104 | Cover Page Inline Interactive Data File |
Other Matters
The information in this report furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be “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, unless the Registrant incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
References to the Registrant’s web site address are included in this Form 8-K and the press release only as inactive textual references, and the Registrant does not intend them to be active links to its web site. Information contained on the Registrant’s web site does not constitute part of this Form 8-K or the press release.
Forward Looking Statements
Statements contained in this Form 8-K and its Exhibits regarding future events are considered “forward-looking statements” within the meaning of the safe harbor provisions of the Federal securities laws. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein. The risks and uncertainties in connection with such forward-looking statements related to the transaction include, but are not limited to, the Registrant’s ability to promptly and effectively integrate the Business after closing, and the Registrant’s ability to obtain expected cost savings and synergies of the transaction; operating costs, customer loss and business disruption (including difficulties maintaining relationships with Business employees, customers or suppliers) that may be greater than expected following the consummation of the transaction; and other risks and uncertainties described in described in Item 1A, Risk Factors, of the Registrant’s annual report on Form 10-K for the year ended September 30, 2024; and the other factors set forth under “Forward Looking Statements” in Exhibit 99.1. Words such as expects, anticipates, targets, goals, projects, intends, plans, believes, estimates, variations of such words, and similar expressions are intended to identify such forward-looking statements.
Investors are cautioned that such statements are only predictions and speak only as of the date of this Report, and the Registrant undertakes no duty to update them except as may be required by applicable laws or regulations. The Registrant’s actual results in the future may differ materially from those projected in the forward-looking statements.
SIGNATURE
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: April 28, 2025
| ESCO TECHNOLOGIES INC. | ||
| By: | /s/ David M. Schatz | |
| David M. Schatz | ||
| Senior Vice President, General Counsel and Secretary | ||