Item 1.01 Entry into a Material Definitive Agreement.
On August 14, 2014, Standex International Corporation, a Delaware corporation
("Standex") and the shareholders and optionholders of MPE Aeroengines, Inc., a
Delaware corporation, ("MPE") of which Enginetics Corporation, an Ohio
corporation, is a wholly owned subsidiary ("Enginetics"), entered into a Stock
Purchase Agreement pursuant to which Standex will acquire all of the outstanding
stock of MPE (the "Agreement"). It is anticipated that the transaction will
close on or before September 11, 2014. Pursuant to the Agreement, the closing
of the transaction is subject to customary closing conditions. MPE will, and
will cause Enginetics to, conduct its business in the ordinary course of
business in accordance with past practice until the closing of the transaction.
Standex will pay approximately $55.2 million in cash for the aggregate
outstanding shares and options of MPE. The purchase price is subject to a
post-closing adjustment tied to the level of working capital of Enginetics at
the time of the closing. Enginetics is a leading producer of aircraft engine
components for all major aircraft platforms.
The Agreement contains customary representations, warranties, indemnities and
covenants for stock purchase agreements, made by both parties. The Agreement
may be terminated by Standex or MPE under circumstances specified in the
Agreement, including (i) mutual consent, or (ii) uncured material breaches of
the other party's covenants, agreements, representations or warranties, if such
breach prevents or would prevent the satisfaction of a closing condition.
A copy of the August 19, 2014 press release related to the transaction is
attached hereto as Exhibit 99.1.
Item 8.01 Other Events.
On August 19, 2014
, the Company issued a Press Release announcing the execution
of the Agreement for the acquisition of Enginetics
and its parent corporation
referenced in Item 1.01 above. A copy of the Press release is filed as Exhibit
99 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Press Release of the Company dated August 19, 2014
, announcing the execution of
the Agreement for the acquisition of Enginetics