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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 21, 2024
AMPHENOL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
|
1-10879 |
|
22-2785165 |
(State
or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
358
Hall Avenue, Wallingford,
Connecticut |
|
06492 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (203)
265-8900
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
Class A
Common Stock, $0.001 par value |
|
APH |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01. |
Regulation FD Disclosure. |
On
May 21, 2024, Amphenol Corporation, a Delaware corporation (the “Company”), issued a press release announcing the
closing of the transactions contemplated by that certain Stock Purchase Agreement, dated as of January 30, 2024, by and between the Company
and Carlisle Companies Incorporated, a Delaware corporation. A copy of the press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K.
The
information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished herewith and shall not be
deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
Item 9.01. |
Financial Statements and Exhibits. |
SIGNATURES
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.
|
AMPHENOL CORPORATION |
|
|
|
|
By: |
|
Date: May 21, 2024 |
|
/s/ Lance E. D’Amico |
|
Name: |
Lance E. D’Amico |
|
Title: |
Senior Vice President, Secretary and General Counsel |
Exhibit 99.1
World
Headquarters
358
Hall Avenue
Wallingford, CT 06492
Telephone
(203) 265-8900
AMPHENOL CORPORATION
COMPLETES
ACQUISITION
OF CIT BUSINESS FROM CARLISLE
Wallingford, Connecticut, May 21,
2024. Amphenol Corporation (NYSE: APH) today announced it had completed the acquisition of the Carlisle Interconnect Technologies (CIT)
business from Carlisle Companies Incorporated (NYSE: CSL).
“The acquisition of CIT enhances
Amphenol’s product offerings for highly engineered harsh environment interconnect solutions and will enable us to deliver a more
comprehensive technology offering for our customers in the commercial air, defense and industrial markets,”
said Amphenol President and Chief Executive
Officer, R. Adam Norwitt. “We are excited to welcome CIT’s talented employees to the Amphenol family and look forward to
working together with them to drive outstanding operating performance.”
As previously announced, the CIT business
is expected to have full-year 2024 sales and adjusted EBITDA margin of approximately $900 million and 20%, respectively. Amphenol expects
the CIT business to be approximately $0.02 accretive to 2024 earnings per share, which excludes acquisition-related expenses. Once the
Company’s recently announced 2-for-1 stock split is effective, this would translate to accretion of approximately $0.01 per share
in 2024.
About Amphenol
Amphenol
Corporation is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors
and interconnect systems, antennas, sensors and sensor-based products and coaxial and high-speed specialty cable. Amphenol designs, manufactures
and assembles its products at facilities in approximately 40 countries around the world and sells its products through its own global
sales force, independent representatives and a global network of electronics distributors. Amphenol has a diversified presence as a leader
in high-growth areas of the interconnect market including: Automotive, Broadband Communications, Commercial Aerospace, Defense, Industrial,
Information Technology and Data Communications, Mobile Devices and Mobile Networks. For more information, visit www.amphenol.com.
Forward-Looking
Statements
This
press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements may contain words and terms such
as: “anticipate,” “could,” “believe,” “continue,” “expect,” “estimate,”
“forecast,” “ongoing,” “project,” “seek,” “predict,” “target,”
“will,” “intend,” “plan,” “look ahead,” “optimistic,” “potential,”
“guidance,” “may,” “should,” or “would” and other words and terms of similar meaning.
Forward-looking statements by their nature address matters that are, to different degrees, uncertain,
such as statements about expected 2024 CIT sales and adjusted EBITDA margin as well as expected 2024 accretion related to the CIT acquisition.
These statements are only predictions, and such forward-looking statements are based on current expectations and involve inherent risks
and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ
materially from current expectations. No forward-looking statement can be guaranteed. Risks and uncertainties include, but are not limited
to, unanticipated difficulties relating to the CIT acquisition, the response of business partners and competitors to the announcement
of the closing of the transaction, potential disruptions to current plans and operations and/or potential difficulties in employee retention
as a result of the closing of the CIT transaction. The foregoing list of risk factors is not exhaustive. Forward-looking statements in
this press release should be evaluated together with the many uncertainties that affect Amphenol’s business, particularly those
identified in the risk factor discussion in Amphenol’s Annual Report on Form 10-K for the year ended December 31, 2023, as well
as other documents that may be filed by Amphenol with the SEC. Amphenol does not undertake any obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or otherwise. The forward-looking statements made in this communication
relate only to events as of the date on which the statements are made.
Contact:
Sherri Scribner
Vice President,
Strategy and Investor Relations
203-265-8820
IR@amphenol.com
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