UFP Technologies Inc. filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits
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Pursuant to the terms of a Share Purchase Agreement, dated as of August 23, 2024 (the “AQF Purchase Agreement”), UFP Technologies, Inc. (“UFP” or the “Company”), purchased all of the issued and outstanding shares of the parent holding companies of AQF Limited, operating as AQF Medical, a leading manufacturer of custom engineered foam and thermoplastic components headquartered in County Meath, Ireland.
The shares were acquired for an aggregate purchase price of €43.0 million in cash. The aggregate purchase price at closing was approximately 12.3 times AQF Medical’s adjusted net income before interest, taxes, depreciation and amortization (adjusted EBITDA, which is a non-GAAP financial measure) for the 12-month period ended June 30, 2024.
The AQF Purchase Agreement contains customary representations, warranties, indemnities and covenants customary for transactions of this type.
On August 26, 2024, UFP issued a press release relating to the completion of the Company’s acquisition of AQF Medical. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Limitation on Incorporation by Reference. The information furnished in this Item 7.01, including the press release attached hereto as Exhibit 99.1, shall not be deemed “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, nor shall such information be deemed 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.
Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release attached as an exhibit hereto, the press release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.
(d) Exhibits.
| Exhibit Number | Description | |
| 99.1 | Press release dated August 26, 2024, of UFP Technologies, Inc. announcing the completion of its acquisition of AQF Limited. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| UFP Technologies, Inc. | ||
| Date: August 26, 2024 | By: | /s/ Ronald J. Lataille |
| Ronald J. Lataille | ||
| Chief Financial Officer and Senior Vice President | ||