Vishay Precision Group,
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Item 1.01 Entry into a Material Definitive Agreement.
On December 18, 2012, Vishay Precision Group, Inc. (the Company) and its subsidiary, Vishay Precision Group Canada ULC (the Purchaser) entered into an Asset Purchase Agreement with George Kelk Corporation (the Seller), Endevor Corporation (the parent of Seller), and Peter Kelk (the Purchase Agreement). Pursuant to the Purchase Agreement, and subject to the conditions thereof, the Purchaser will acquire substantially all of the assets of the Seller and will operate the business of the Seller after the closing (the Transaction). The Company expects to use a combination of cash on hand as well as borrowings under a third-party credit facility to pay the purchase price under the Purchase Agreement of $50 million (CDN), subject to working capital and other adjustments described in the Purchase Agreement. Of that amount, $8.5 million (CDN) will be held in escrow to satisfy certain indemnity claims that the Company and Purchaser may make against Seller and its affiliates in accordance with the terms of the Purchase Agreement.
The Purchase Agreement contains customary representations, warranties and covenants of the parties, including a covenant of the Seller to deliver to the Company certain audited and reviewed historical financial statements. Certain representations and warranties in the Purchase Agreement were used for the purpose of allocating risk between the Company, Purchaser and Seller, rather than establishing matters of fact. Accordingly, the representations and warranties in the Purchase Agreement do not necessarily constitute the actual state of facts about the Company, Purchaser and Seller.
The Companys and Purchasers obligation to consummate the Transaction are subject to customary conditions, including, among other things, that no pending legal action existed at the time of Closing that was reasonably expected to restrain, prohibit or invalidate the transactions contemplated by the Purchase Agreement, the continuing accuracy of each partys representations and warranties, and the satisfaction of each partys pre-closing covenants.
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 9.01 Financial Statements and Exhibits.
* Pursuant 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.
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.