ASTRONICS CORPORATION (NASDAQ:ATRO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
The disclosure set forth in Item 2.01 below is incorporated in this Item 1.01 by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
As previously discussed in a Current Report on Form 8-K filed by Astronics Corporation (the “Company”) on November 14, 2018, the Company entered into an agreement to sell intellectual property and certain assets associated with its semiconductor test business (the “Semiconductor Test Business”) to Advantest Test Solutions, Inc., to the terms of an Asset Purchase Agreement (the “Original Agreement”), dated November 13, 2018, by and among Astronics Test Systems Inc. (“ATS”), the Company and Advantest Test Solutions, Inc. (“Advantest”). On February 13, 2019, the Company entered into an Amended and Restated Asset Purchase Agreement by and among ATS, the Company and Advantest (the “Amended Agreement”) to sell the Semiconductor Test Business. Under the terms of the Amended Agreement, the total consideration for the transaction is $100 million in cash, with the potential for a $35 million earn-out over the next four years. This compares with the previously announced $185 million in cash, with the potential for a $30 million earn-out over one year. The Original Agreement included a requirement for a manufacturing services contract whereby ATS would continue to manufacture the semiconductor test solutions for Advantest for a period of time following closing of the transaction. This requirement is not included in the Amended Agreement.
The Amended Agreement contains representations, warranties and covenants that were made only for purposes of such agreement and as of specific dates, were made solely for the benefit of the parties to the Amended Agreement and may be intended not as statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate. If any of the representations and warranties prove to be inaccurate, the Company could be obligated to indemnify Advantest, subject to certain limitations. In addition, such representations, warranties and covenants may have been qualified by certain disclosures not reflected in the text of the Amended Agreement, and may apply standards of materiality in a way that is different from what may be viewed as material by shareholders of, or other investors in, the Company. Such shareholders and investors are not third-party beneficiaries under the Amended Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, ATS or Advantest.
On February 13, 2019, the Company completed the disposition of the Semiconductor Test Business to the terms of the Amended Agreement.
On February 14, 2019, the Company issued a press release announcing the completion of the disposition of the sale of the Semiconductor Test Business, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(b)Pro Forma Financial Information.
The financial information required to be filed as part of this Current Report is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
ASTRONICS CORP Exhibit
EX-10.1 2 a21419ex101.htm EX-10.1 DocumentEXHIBIT 10.1AMENDED AND RESTATED ASSET PURCHASE AGREEMENTamongAstronics Test Systems Inc.,…
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About ASTRONICS CORPORATION (NASDAQ:ATRO)
Astronics Corporation is a supplier of products to the aerospace, defense, electronics and semiconductor industries. The Company’s products and services include electrical power generation, distribution and motion systems, lighting and safety systems, avionics products, aircraft structures, systems certification and automated test systems. The Company operates through two segments: Aerospace and Test Systems. The Company’s Aerospace segment designs and manufactures products for the global aerospace industry. Its product lines include lighting and safety systems, electrical power generation, distribution and motions systems, aircraft structures, avionics products, systems certification and other products. The Company’s Test Systems segment designs, develops, manufactures and maintains automated test systems that support the semiconductor, aerospace, communications and weapons test systems, as well as training and simulation devices for both commercial and military applications.