May 26, 2020

May 26, 2020

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Upcoming/New CFIUS Filing (Updated): Ultra Electronics Holdings and Sparton Corporation

UPDATE:  As of August 29, 2017, according to an SEC filing by Sparton Corp., Sparton and Ultra Electronics Holdings plc were still “preparing a joint notification to CFIUS” in relation to the proposed acquisition of Sparton by Ultra Electronics Holdings, a company organized under the laws of England and Wales, pursuant to a merger agreement executed on July 7, 2017.  (Sparton Corp. Schedule 14A, Aug. 29, 2017, SEC Filing.)  The SEC filing also stated that both parties “submitted their required portions of the ITAR notification to DDTC on July 11, 2017, in order to satisfy the 60-day notice requirement under ITAR;” and “[o]n August 4, 2017, the parties submitted to DSS the documentation required for its initial review” in accordance with the National Industrial Security Program Operating Manual. (Id.)

Posted July 13, 2017

Status: Upcoming/New Filing

On July 7, 2017, Sparton Corporation, an Ohio corporation, entered into a merger agreement with Ultra Electronics Holdings plc, a company organized under the laws of England and Wales, and Ultra Electronics Aneira Inc., an Ohio corporation and an indirect wholly owned subsidiary of Ultra Electronics Holdings, pursuant to which Ultra Electronics Aneira will be merged with and into Sparton with Sparton surviving as a wholly owned subsidiary of Ultra Electronics Holdings.  (See Sparton Form 8-K, July 11, 2017, SEC Filing; Ultra Electronics Press Release, Proposed acquisition of Sparton Corporation and associated equity placing, July 7, 2017.)  Sparton, headquartered in Schaumburg, IL, “is a provider of complex and sophisticated electromechanical devices with capabilities that include concept development, industrial design, design and manufacturing engineering, production, distribution, field service, and refurbishment,” primarily serving the medical, biotechnology, military, aerospace, and industrial/commercial markets.  (Sparton Press Release, Sparton Corporation Agrees to be Acquired by Ultra Electronics Holdings plc, July 7, 2017.)   The Ultra Electronics Group provides electronic and software technology “solutions and products in the Defence & Aerospace, Security & Cyber, Transport and Energy markets.” (See About Us page, Ultra Electronics website.)  Under the terms of the merger agreement, CFIUS Approval is a condition of closing.  (Agreement and Plan of Merger, Section 5.03(f), Ex-10.1, Sparton Form 8-K, July 11, 2017, SEC Filing.)  “The Merger Agreement provides for certain other termination rights for both the Company and Parent, and further provides that, upon termination of the Merger Agreement under certain specified circumstances, the Company will be required to pay Parent a termination fee of $7.5 million or Parent will be required to pay the Company a termination fee of $7.5 million.”  (Sparton Form 8-K, July 11, 2017, SEC FilingSee Agreement and Plan of Merger, Section 7.03, Ex-10.1, Sparton Form 8-K, July 11, 2017, SEC Filing.)

Status:  Upcoming/New Filing (updated)

Acquirer:  Ultra Electronics Holdings plc (England and Wales)

Acquired:  Sparton Corporation (US)

Value:  Approx. US$234.8 million

Industry:  Integrated Circuits; Electronic Engineering; Electronic Manufacturing

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