Molex Incorporated (NASDAQ: MOLX) (NASDAQ: MOLXA), a global
electronic components company, today announced that at an annual
stockholders’ meeting held today, Molex stockholders approved the
previously announced definitive agreement to be acquired by Koch
Industries, Inc., one of the world’s largest and most successful
private companies, for $38.50 per share in cash. The approximate
equity value of the transaction is $7.2 billion.
Based upon preliminary voting results provided by the inspector
of election as of November 15, 2013, more than 85% and 99% of the
total outstanding shares of Molex Common Stock and Class B Common
Stock, respectively, eligible to vote as of the October 21, 2013
record date were voted in favor of the adoption of the definitive
merger agreement. Molex stockholders also voted to (i) approve, on
an advisory non-binding basis, the compensation that may be paid or
become payable to the named executive officers of Molex in
connection with the merger, (ii) elect four Class II directors
nominated by Molex's Board of Directors to serve until the
effective time of the merger, or, if the merger is not completed,
for a three-year term, (iii) ratify the selection of Ernst &
Young LLP as Molex's independent auditor for fiscal 2014, and (iv)
approve the material terms of performance goals under the Molex
Incorporated Annual Incentive Plan for purposes of Section 162(m)
of the Internal Revenue Code.
Under the terms of the merger agreement, Koch Industries will
acquire all of Molex’s outstanding shares, including the Common
Stock (MOLX), the Class A Common Stock (MOLXA) and the Class B
Common Stock, for $38.50 per share in cash. Final consideration
will also include an adjustment amount of up to $0.24 per share,
based on the timing of the closing date and whether Molex declares
or pays a dividend for the quarter in which the closing takes
place.
The parties have filed for merger control clearances in the
United States, China, the European Union, Israel, Japan, Mexico,
South Korea, Turkey and Ukraine. As of November 15, 2013, merger
control clearances have been received in all jurisdictions except
for China and Ukraine. These jurisdictions have accepted and are
actively reviewing the merger control applications. The transaction
is not subject to a financing condition.
Molex Incorporated is a 75-year-old global manufacturer of
electronic, electrical and fiber optic interconnection systems.
Based in Lisle, Illinois, Molex operates 45 manufacturing locations
in 17 countries and employs more than 35,000 people globally. Molex
offers approximately 100,000 products through direct salespeople
and authorized distributors. Markets that Molex serves include
mobile devices, infotech, consumer electronics, automotive,
telecommunications, industrial, medical, military and aerospace.
Sales for the fiscal year ended June 30, 2013 were $3.6 billion.
Over 70% of Molex’s revenues come from products sold outside the
United States. The Molex website is www.molex.com.
Forward-Looking
Statements
This press release contains forward-looking statements that are
based on current expectations, estimates, forecasts and projections
about our future performance, business, beliefs, and management’s
assumptions. In addition, we, or others on our behalf, may make
forward-looking statements in press releases or written statements,
or in our communications and discussions with investors and
analysts in the normal course of business through meetings,
webcasts, phone calls and conference calls. Words such as “expect,”
“anticipate,” “outlook,” “forecast,” “could,” “project,” “intend,”
“plan,” “continue,” “believe,” “seek,” “estimate,” “should,” “may,”
“assume,” “potential,” variations of such words and similar
expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future
performance and involve certain risks, uncertainties and
assumptions that are difficult to predict. We describe our
respective risks, uncertainties and assumptions that could affect
the outcome or results of operations in Part 1, Item 1A of our
Annual Report on Form 10-K for the year ended June 30, 2013 and in
Part II, Item 1A of our Quarterly Report on Form 10-Q for the
quarter ended September 30, 2013, which are incorporated by
reference and in other reports that we file with the SEC. The risks
and uncertainties also include, without limitation: the occurrence
of any event, change or other circumstances that could give rise to
the termination of the merger agreement; the outcome of any legal
proceedings that have been or may be instituted against Molex or
Koch Industries, Inc. related to the merger agreement; the
inability to complete the transaction due to the failure to satisfy
the other conditions to completion of the transaction, including
the receipt of all regulatory approvals related to the transaction;
the disruption of management’s attention from Molex’s ongoing
business operations due to the transaction; and the effect of the
announcement of the transaction on Molex’s relationships with its
customers, operating results and business generally.
We have based our forward-looking statements, including
statements made regarding the proposed transaction, the expected
timetable for completing the proposed transaction and other
statements, on our management’s beliefs and assumptions based on
information available to management at the time the statements are
made. We caution you that actual outcomes and results may differ
materially from what is expressed, implied, or forecast by our
forward-looking statements. Reference is made in particular to
forward-looking statements regarding growth strategies, industry
trends, global economic conditions, success of customers, cost of
raw materials, value of inventory, currency exchange rates, labor
costs, protection of intellectual property, cost reduction
initiatives, acquisition synergies, manufacturing strategies,
product development introduction and sales, regulatory changes,
competitive strengths, natural disasters, unauthorized access to
data, government investigations and outcomes of legal proceedings.
Except as required under the federal securities laws, we do not
have any intention or obligation to update publicly any
forward-looking statements after the distribution of this report,
whether as a result of new information, future events, changes in
assumptions, or otherwise.
About Koch Industries,
Inc.
Based in Wichita, Kan., Koch Industries, Inc. is one of the
largest private companies in America with annual revenues of about
$115 billion. It owns a diverse group of companies involved in
refining, chemicals and biofuels; forest and consumer products;
fertilizers; polymers and fibers; process and pollution control
equipment and technologies; minerals; commodity trading and
services; ranching; glass; and investments. Since 2003, Koch
companies have invested about $50 billion in acquisitions and other
capital expenditures. With a presence in nearly 60 countries, Koch
companies employ about 60,000 people worldwide. In 2012, Koch
companies employed nearly 50,000 people in the United States and
paid compensation and benefits totaling more than $4 billion. From
January 2009 to present, Koch companies earned about 770 awards for
safety, environmental excellence, community stewardship,
innovation, and customer service. For more information, visit
www.kochind.com.
Molex IncorporatedSteve Martens, VP Investor
Relations630-527-4344
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