CTS CTS Corporation

Item 8.01. Other Events.

On April 12, 2022, CTS Ceramics Denmark A/S (the “Company”), an indirect wholly-owned subsidiary of CTS Corporation, an Indiana corporation (“CTS”), entered into a Share Sale and Purchase Agreement (“Agreement”) with Meggitt International, Ltd., a private limited company incorporated in England and Wales (“Seller”), and Meggitt International Holdings, Ltd., a private limited company incorporated in England and Wales (“Guarantor”), to acquire (the “Acquisition”) Meggitt A/S (a/k/a Ferroperm Piezoceramics A/S), a company incorporated in Denmark (“Ferroperm”).  Seller and Guarantor are wholly-owned subsidiaries of Meggitt PLC, a public limited company incorporated in England and Wales, and a high-value, leading provider of proprietary and differentiated aerospace and defense technologies.  Ferroperm is a wholly-owned subsidiary of Seller, and a leading provider of advanced materials focused on high performance piezoelectric ceramics.  

Pursuant to the Agreement, the Company has agreed to purchase all of the issued and outstanding shares of Ferroperm from Seller for DKK 525 million in cash (approximately $76.8 million based on the exchange rate between DKK and USD of 6.836 as of April 12, 2022), subject to customary net debt and working capital adjustments.  The Acquisition is subject to the receipt of certain governmental approvals and the satisfaction of other closing conditions, and is expected to close promptly following receipt of such approvals and satisfaction of all conditions to close.  The Agreement contains customary conditions, representations, warranties, indemnities and covenants by, among, and for the benefit of the parties.