STANDEX INTERNATIONAL CORPORATION (NYSE:SXI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On February 2, 2017, Standex International Corporation, a
Delaware corporation (Standex), together with its wholly owned
Singaporean subsidiary, Mold-Tech Singapore PTE LTD (Mold-Tech
Singapore), entered into a Stock Purchase Agreement (the
Agreement) with Japan-based Oki Electric Industry Co., Ltd. (the
Seller) to which Mold-Tech Singapore will acquire all of the
outstanding stock of Oki Sensor Device Corporation, a wholly
owned subsidiary of the Seller located in Kofu City, Japan (the
Target Company). Standex is a joint and several guarantor of all
obligations of Mold-Tech Singapore under the Agreement.
to the terms of the Agreement, Mold-Tech Singapore will pay an
all cash purchase price of 15.4 billion Japanese yen () and the
Seller will ensure that, at closing, the Target Company will have
a minimum of 400 million in cash and working capital in a range
between 350 million and 700 million. The Agreement provides for a
post-closing purchase adjustment to the extent that actual cash
and working capital (based on the results of a post-closing audit
commissioned by Standex) are less than or greater than these
target amounts.
Under the Agreement, the closing is scheduled to occur on March
31, 2017 or such other date as may be agreed in writing between
the parties. Closing is subject to the fulfillment of certain
conditions precedent including (i)the continued accuracy in all
material respects of the parties respective representations and
warranties, (ii)the lack of any material adverse effect to the
business of the Target Company between signing and closing, and
(iii) receipt of clearances from relevant antitrust authorities.
In connection with the closing, the Seller will enter into a
transition services agreement and a brand name use agreement with
the Target Company. to the transition services agreement, the
Seller shall continue to provide, for a period of approximately
one year, certain services for the benefit of the Target Company
in order to facilitate a smooth transition to the ultimate
provision of such services either by the Target Company itself or
by Standex. The transition services primarily consist of human
resources, information technology and logistics services. Under
the transition services agreement, the Target Company shall pay
an aggregate fee for the transition services that is generally
consistent with fees previously charged by Seller to Target
Company for such services prior to the execution of the
Agreement. to the brand name use agreement, the Target Company,
subject to certain conditions, will be entitled to continue its
use of the Sellers OKI trademark and logo for approximately one
year. The brand name use agreement also prescribes a process for
transitioning various marketing, packaging and web-based
materials from the OKI trademark and logo to a Standex based
brand. Under the brand name use agreement, the Target Company
will pay a royalty fee to the Seller equal to .8% of third-party
sales (i.e., excluding sales to the Target Companys Chinese
subsidiary and to Standex entities).
The Agreement provides for the Seller to be responsible for all
taxes related to pre-closing time periods and contains customary
representations, warranties, indemnities and covenants for stock
purchase agreements made by both parties. In addition, under the
Agreement, the Seller is bound by a five-year non-compete
covenant and a two-year non-solicitation of employees covenant.
In order to be eligible for indemnification, any claims under the
Agreement must be brought within 15 months of the closing date
with respect to a breach of representations or warranties, or, in
the case of a breach of covenants, within nine months from the
earlier of (x) the date that the claiming party realizes that
such breach has occurred or (y) the scheduled date of expiration
of the underlying covenant. With certain exceptions such as
willful misconduct or gross negligence, the maximum amount of
indemnification equals 10% of the purchase price.
The Agreement is subject to cancellation by either party in the
event that the closing has not occurred by June30, 2017 due to
reasons not attributable to such party.
SECTION 8
Item 8.01 Other Events.
On February 2, 2017, the Company issued a Press Release
announcing the execution of the Agreement referred to in Item
1.01 above. A copy of the Press release is filed as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by
reference.
SECTION 9
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
Exhibit 99.1
Press Release of the Company dated February 2, 2017, announcing
the execution of a definitive agreement to acquire all of the
shares of Oki Sensor Device Corporation.
FORWARD-LOOKING STATEMENTS
This current report on Form 8-K contains forward-looking
statements within the meaning of the Private Securities
Litigation Act of 1995 (the Act) that are intended to come within
the safe harbor protection provided by the Act. By their nature,
all forward-looking statements involve risks and uncertainties,
and actual outcomes may differ materially from those contemplated
by the forward-looking statements. Several factors that could
materially affect the acquisition of the Oki Sensor Device
business include variations from the Companys estimates in the
actual financial impact of the acquisition, including the
condition of the Oki Sensor Device business after the sale, which
may depend upon, among other things, general economic conditions,
the cost and availability of raw materials and the degree of
success in the integration of Oki Sensor Device with the Standex
Electronics businesses of the Company. Factors that could
materially affect the Companys actual results are identified in
the note regarding forward-looking statements which is contained
in the press release attached as Exhibit 99.1, as well as in the
Companys Annual Report on Form 10-K for the fiscal year ended
June 30, 2016 and subsequent periodic reports filed by the
Company with the Securities and Exchange Commission.
About STANDEX INTERNATIONAL CORPORATION (NYSE:SXI)
Standex International Corporation is a diversified manufacturing company. The Company is a manufacturer of a range of products and services for diverse commercial and industrial market segments. The Company has 11 operating segments, aggregated and organized into five segments: Food Service Equipment, Engraving, Engineering Technologies, Electronics and Hydraulics. The Food Service Equipment business consists of Refrigeration Solutions group, Cooking Solutions group and Specialty Solutions group. The Engraving segment’s product lines include Mold-Tech and Innovent. The Engineering Technologies segment provides engineered parts in all workable metal alloys using various forming processes. The Electronics segment is a manufacturer of custom magnetic sensing and power conversion components and assemblies. The Hydraulics segment is a manufacturer of mobile hydraulic cylinders, including single or double acting telescopic, and piston rod hydraulic cylinders. STANDEX INTERNATIONAL CORPORATION (NYSE:SXI) Recent Trading Information
STANDEX INTERNATIONAL CORPORATION (NYSE:SXI) closed its last trading session up +0.55 at 95.65 with 38,108 shares trading hands.