Item 8.01. Other Events.
On January 24, 2019, Sparton Corporation (the Company) issued a press release announcing that the waiting period under the Hart-Scott-Rodino
Antitrust Improvement Act of 1976, as amended (the HSR Act), with respect to the Companys pending acquisition by Striker Parent 2018, LLC (Parent), an affiliate of Cerberus Capital Management, L.P., expired at 11:59
p.m. Eastern Time on January 22, 2019 without a request for additional information by the Federal Trade Commission or the Department of Justice.
The
expiration of the waiting period under the HSR Act satisfies one of the conditions to the closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of December 11, 2018 (the Merger Agreement), by and
among the Company, Parent and Striker Merger Sub 2018, Inc. (Merger Sub), a wholly owned subsidiary of Parent. The consummation of such transactions remains subject to other customary closing conditions set forth in the Merger Agreement,
including receipt of the approval of the shareholders of the Company.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Safe Harbor and Fair Disclosure Statement
Safe Harbor statement under the Private Securities Litigation Reform Act of 1995: To the extent any statements made in this report contain information that is
not historical, these statements are essentially forward-looking and are subject to risks and uncertainties, including the difficulty of predicting future results, the regulatory environment, fluctuations in operating results and other risks
detailed from time to time in the Companys filings with the Securities and Exchange Commission (SEC). The matters discussed in this report may also involve risks and uncertainties concerning the Companys services described in
the Companys filings with the SEC. In particular, see the risk factors described in the Companys most recent Form
10-K
and Form
10-Q.
Additional factors may
include the effect of the announcement of the merger and related transactions on the Companys business relationships, operating results and business generally; the occurrence of any event, change or other circumstances that could give rise to
the termination of the Merger Agreement, and the risk that the Merger Agreement may be terminated in circumstances that require the Company to pay a termination fee to Parent; the outcome of any legal proceedings that may be instituted against the
Company related to the Merger Agreement; and the failure to satisfy conditions to completion of the merger with Merger Sub, including the receipt of Company shareholder approval. Although we believe that these forward-looking statements are based on
reasonable assumptions, there are many factors that could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. All future written and oral
forward-looking statements by us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. Except for the Companys ongoing obligations to disclose material
information as required by the federal securities laws, the Company does not have any obligations or intention to release publicly any revisions to any forward-looking statements to reflect events or circumstances in the future or to reflect the
occurrence of unanticipated events.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed acquisition of the Company by Parent. In connection with the proposed
transaction, the Company has filed with the SEC and will mail or otherwise provide to its shareholders a proxy statement regarding the proposed transaction. BEFORE MAKING ANY VOTING DECISION, THE COMPANYS SHAREHOLDERS ARE URGED TO READ THE
PROXY STATEMENT IN ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE
PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the proxy statement and other documents that the Company files with the SEC from the SECs website at www.sec.gov and the Companys website at
www.Sparton.com.