On November 1, 2019, Vishay Precision Group, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with DSI Holdings DE Inc. (“DSI”), the sellers identified in the Purchase Agreement (the “Sellers”) and HCI Equity Partners III, L.P., as representative of the Sellers. to the Purchase Agreement, and subject to the conditions thereof, the Company acquired all of the outstanding capital stock of DSI for a purchase price of $41.0 million, subject to customary adjustments, plus up to an additional $3.0 million payable to the Sellers as an earn out in the event that DSI achieves certain EBITDA thresholds (collectively, the “DSI Acquisition”). The Company used cash on hand and borrowings under its revolving credit facility to fund the purchase price under the Purchase Agreement.

The Company purchased a buy-side representations and warranties insurance policy, which comprises the material portion of the Company’s remedy for breaches of representations and warranties, absent fraud or beaches of certain fundamental representations and warranties identified in the Purchase Agreement. The representations and warranties insurance policy is subject to certain policy limits, exclusions, deductibles and other terms and conditions. In connection with the DSI Acquisition, DSI entered into restrictive covenant agreements with each of the Sellers containing post-closing covenants restricting the Sellers from competing with DSI or soliciting certain of its business relations. The duration and nature of the covenants varies according to the identity of the Seller. The Purchase Agreement also contains customary indemnification obligations of each party with respect to breaches of their respective covenants and certain other specified matters.

The foregoing summary description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 2.1 hereto and incorporated herein by reference.

Item 8.01 Other Events.

On November 4, 2019, the Company issued a press release announcing the closing of the DSI Acquisition. A copy of the press release is attached hereto as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

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* to Item 601(b)(2) of Regulation S-K schedules and exhibits have been omitted and will be furnished supplementally to the SEC upon request.

Vishay Precision Group, Inc. Exhibit
EX-2.1 2 vpg-20191101x8kxex21.htm EXHIBIT 2.1 Exhibit EXECUTION VERSIONSTOCK PURCHASE AGREEMENT BY AND AMONG DSI HOLDINGS DE INC. THE PERSONS LISTED ON SCHEDULE 1.01,…
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About Vishay Precision Group, Inc. (NYSE:VPG)

Vishay Precision Group, Inc. (VPG) is a designer, manufacturer and marketer of sensors and sensor-based measurement systems, as well as specialty resistors and strain gages. The Company operates through three business segments: Foil Technology Products, Force Sensors, and Weighing and Control Systems. Its Foil Technology Products segment includes foil resistor and strain gage operating segments. The Foil Technology Products segment’s brands include Alpha Electronics, Micro-Measurements, Powertron and Vishay Foil Resistors. The Force Sensors segment includes load cells and force measurement transducers that are offered as precision sensors for industrial and commercial use. The Weighing and Control Systems segment designs and manufactures systems that consists of load cells and instrumentation for weighing and force control/measurement for a range of uses, including on-board weighing and overload monitor systems. The segment’s brands include BLH Nobel, KELK and VPG Onboard Weighing.