UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.01. | Completion of Acquisition or Disposition of Assets |
As previously disclosed, on November 7, 2023 Teradyne, Inc. (the “Company”) entered into an Investment Agreement (the “Investment Agreement”) with Technoprobe S.p.A. (“Technoprobe”), T-Plus S.p.A., Technoprobe’s controlling shareholder (“T-Plus”), and Teradyne International Holdings, B.V., a wholly owned indirect subsidiary of the Company (the “Investor”). Pursuant to the terms of the Investment Agreement, on May 27, 2024 (the “Closing Date”), the Investor acquired 65,326,087 shares of Technoprobe, representing 10% of its issued and outstanding shares, comprised of a combination of shares previously owned by T-Plus (2% fully diluted) and shares newly issued by Technoprobe (8% fully diluted) (the “Investment”). The aggregate value of cash consideration paid by the Investor on the Closing Date for the Investment was approximately $522 million.
The foregoing is a summary of the terms of the Investment Agreement and does not purport to summarize or include all terms relating to the transactions contemplated by the Investment Agreement. The foregoing summary is qualified in its entirety by reference to the Investment Agreement, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. The representations, warranties and covenants contained in the Investment 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 Investment Agreement instead of establishing these matters as facts. Shareholders of the Company are not third-party beneficiaries under the Investment Agreement. In addition, the representations 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, shareholders of the Company 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 |
As previously disclosed, on November 7, 2023, concurrently with entry into the Investment Agreement, the Company entered into an agreement with Technoprobe to sell to Technoprobe its Device Interface Solutions business unit (the “DIS Divestiture”). On the Closing Date, the Company completed the DIS Divestiture for $85 million, net of cash and debt, and subject to a customary working capital adjustment.
The information furnished under this Item 7.01 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.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 3.1 | Investment Agreement, dated November 7, 2023, by and among Teradyne, Inc., Technoprobe S.p.A., T-Plus S.p.A., and Teradyne International Holdings B.V. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 31, 2024 |
By: |
/s/ Ryan E. Driscoll | ||
| Name: |
Ryan E. Driscoll | |||
| Title: |
V.P., General Counsel and Secretary | |||