inTEST Corporation (NYSEMKT:INTT) Files An 8-K Entry into a Material Definitive Agreement

inTEST Corporation (NYSEMKT:INTT) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01. Entry into a Material Definitive
Agreement.
Stock Purchase Agreement On May 24,
2017, inTEST Corporation (the “Company”) entered into a Stock
Purchase Agreement by and among the Company, Ambrell Holdings,
LLC (“Seller”), Ambrell Corporation (“Ambrell”), Graycliff
Private Equity Partners III L.P. (“Graycliff”) and Hudson River
Co-Investment Fund II LP (“Hudson River”), to which the Company
acquired all of the outstanding capital stock of Ambrell (the
“Transaction”), a provider of precision induction heating
systems. The majority of the equity interests in Seller
(approximately 70%) are held by funds affiliated with Graycliff.
The Transaction closed simultaneously with the execution of the
Stock Purchase Agreement. Ambrell’s systems are used to conduct
fast, efficient, repeatable non-contact heating of metals or
other electrically conductive materials, to transform raw
materials into finished parts. The Ambrell acquisition will
complement the Company’s current thermal technologies and
broaden the Company’s diverse customer base, allowing expansion
within many non-semiconductor related markets, such as consumer
product packaging, fiber-optics, automotive and other markets.
Ambrell’s management team is expected to remain in place,
including Anthony Mazzullo, who will continue as President of
Ambrell. The purchase price for Ambrell was $22 million in cash
paid at closing, subject to a customary post-closing working
capital adjustment. Additional consideration in the form of
earnouts may be paid based upon a multiple of adjusted EBITDA for
2017 and 2018. The first earnout, paid after calendar year 2017
is completed, will be an amount equal to 8x the Company’s
adjusted EBITDA for 2017 minus the $22 million paid at closing.
The second earnout, paid after calendar year 2018 is completed,
is an amount equal to 8x the Company’s adjusted EBITDA for 2018
minus the sum of the $22 million paid at closing and the earnout
paid with respect to 2017. The 2017 and 2018 earnouts, in the
aggregate, are capped at $18 million. The Stock Purchase
Agreement contains customary representations, warranties,
covenants and indemnification provisions. An indemnification
escrow of $2.2 million was funded at the closing and is available
to the Company to satisfy indemnification claims until May 31,
2018. Graycliff and Hudson River collectively guaranty
approximately 72% of the indemnification exposure. A copy of the
Stock Purchase Agreement is attached hereto as Exhibit 2.1 and
the description of the material terms of the Stock Purchase
Agreement in this Item 1.01 is qualified in its entirety by
reference to such exhibit, which is incorporated herein by
reference. A copy of the press release announcing the sale is
being furnished as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference. Item 2.01
Completion of Acquisition or Disposition of Assets.
On
May 24, 2017, to the Stock Purchase Agreement describe in Item
1.01, the Company completed the acquisition of all of the
outstanding capital stock of Ambrell. The information disclosed
in response to Item 1.01 is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure. On May 24,
2017, the Company issued a press release announcing the
completion of the Transaction described above in Item 1.01 of
this Current Report on Form 8-K. A copy of the press release is
furnished as Exhibit 99.1 hereto and incorporated herein by
reference. In addition, the Company will host a webcast
conference call on Thursday, May 25, 2017 at 8:30 a.m. Eastern
Daylight time to discuss the transaction and Ambrell’s business.
The call may also include a discussion of management’s view of
the markets served by Ambrell and the Company as well as other
strategic, operating, product initiatives or developments, or
matters relating to Ambrell or the Company’s current or future
performance. Access to the live webcast is provided on the
Company’s website: www.intest.com under the “Investors”
section. A replay of the webcast will be available on the
Company’s website following the webcast. Item
9.01.
Financials Statements and
Exhibits

(a)

Financial statements of Businesses
Acquired.
The Company intends to file the
financial statements of Ambrell required by Item 9.01(a) as
part of an amendment to this Current Report on Form 8-K or
otherwise not later than 71 calendar days after the date
this Current Report on Form 8-K is required to be filed.

(b)

Pro Forma Financial Information The
Company intends to file the pro forma financial statements
required by Item 9.01(b) as part of an amendment to this
Current Report on Form 8-K or otherwise not later than 71
calendar days after the date this Current Report on Form
8-K is required to be filed.

(d)

Exhibits A list of the Exhibits which are
required by Item 601 of Regulation S-K and furnished with
this Report is set forth in the Exhibit Index immediately
following the page, which Exhibit Index is incorporated
herein by reference.

______________________________________________

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.

inTEST CORPORATION By: /s/ Hugh T. Regan,
Jr.
Hugh T. Regan, Jr. Secretary, Treasurer
and Chief Financial Officer

Date:May 24, 2017

_______________________________________________

Exhibit Index

2.1

Stock Purchase Agreement*

99.1

Press Release dated May 24, 2017.

*

The schedules to the Stock Purchase Agreement have been
omitted


About inTEST Corporation (NYSEMKT:INTT)

inTEST Corporation is an independent designer, manufacturer and marketer of thermal, mechanical and electrical products that are used by semiconductor manufacturers in conjunction with automated test equipment (ATE), in the testing of integrated circuit (ICs). The Company operates through three segments: Thermal Products, Mechanical Products and Electrical Products. Its thermal products are sold into the environmental test market encompassing a range of markets, including the ATE, automotive, consumer electronics, defense/aerospace, energy, industrial and telecommunications markets. It offers three lines of manipulator products: the in2(R), the Aero Series and the Cobal Series. Its electrical products, which include various types of tester interfaces, provide the electrical connections between the tester and the wafer prober or IC handler to carry the electrical signals between the tester and the probe card on the prober or the test socket on the handler.

inTEST Corporation (NYSEMKT:INTT) Recent Trading Information

inTEST Corporation (NYSEMKT:INTT) closed its last trading session down -0.30 at 7.70 with 30,392 shares trading hands.

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