CHICAGO, November 9, 2015- Littelfuse，Inc。（NASDAQ：LFUS）今天宣布已签订了一项确定，以3.5亿美元的现金收购TE Connectivity Ltd.（NYSE：TEL）的巡回保护业务。该业务在基于聚合物的可重置电路保护设备中具有领先地位，在汽车，电池，工业，通信和移动计算市场中具有强大的全球影响力。该业务总部位于加利福尼亚州的门洛公园（Menlo Park），并在上海和昆山（Kunshan）和日本库库巴（Tsukuba）设有制造设施。
Littelfuse首席执行官戈登·亨特（Gordon Hunter）说：“这项业务与Littelfuse非常合适。”“它将扩大我们的全球电路保护产品组合以及我们在汽车电子和电池端市场中的存在。该业务具有悠久的技术创新历史和新产品开发的历史，其与我们现有的电路保护业务的协同作用将推动与客户和渠道合作伙伴的更深层次。该业务还将大大提高我们在日本的业务，并成为未来增长的平台。”
交易突出显示
The TE circuit protection business had estimated revenue of $190 million in fiscal 2015 with an EBITDA margin of approximately 20%. The company expects the transaction to be immediately accretive to earnings excluding acquisition and integration related costs. The company expects cost synergies of at least $10 million annually starting in 2017.
The transaction, which was approved by the Littelfuse Board of Directors, is subject to customary closing conditions and regulatory approvals. The acquisition is expected to close in the first quarter of 2016 and will be financed through a combination of cash on hand and bank debt. Wachtell, Lipton, Rosen and Katz is acting as legal advisor to Littelfuse.
Conference Call and Webcast Information
Littelfuse will hold a conference call for investors on Monday, November 9, at 9:00 a.m. CST to discuss this announcement. The call will be broadcast live over the Internet and be accessed through the company’s website, including presentation materials. Listeners should go to the website at least 15 minutes prior to the call to download and install any necessary audio software. An audio replay of the call will be available on the company’s website beginning November 9.
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Founded in 1927, Littelfuse is the world leader in protection with growing global platforms in power controls and sensing. The company serves global customers in the electronics, automotive and industrial markets with technologies including fuses, semiconductors, polymers, ceramics, relays and sensors. Littelfuse has over 8,000 employees in more than 35 locations throughout the Americas, Europe and Asia. For more information, please visit the Littelfuse website:Littelfuse.com.
Safe Harbor Statement
The statements in this press release that are not historical facts are intended to constitute “forward-looking statements” entitled to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements may involve risks and uncertainties, including, but not limited to, risks relating to product demand and market acceptance, economic conditions, the impact of competitive products and pricing, product quality problems or product recalls, capacity and supply difficulties or constraints, coal mining exposures reserves, failure of an indemnification for environmental liability, exchange rate fluctuations, commodity price fluctuations, the effect of the company’s accounting policies, labor disputes, restructuring costs in excess of expectations, pension plan asset returns less than assumed, integration of the acquired business or other acquisitions, the ability to consummate the proposed transaction on the anticipated timeline or at all, the ability to realize the anticipated benefits of the proposed transaction, and other risks which may be detailed in the company’s other Securities and Exchange Commission filings. Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, actual results and outcomes may differ materially from those indicated or implied in the forward-looking statements. This press release should be read in conjunction with information provided in the financial statements appearing in the company’s Annual Report on Form 10-K for the year ended December 27, 2014. For a further discussion of the risk factors of the company, please see Item 1A. “Risk Factors” to the company’s Annual Report on Form 10-K for the year ended December 27, 2014.
使用非GAAP财务措施
The information provided in this press release includes the non-GAAP financial measure EBITDA margin. This non-GAAP financial measure should not be considered in isolation or a substitute for the comparable GAAP measure. Management uses this non-GAAP measure to compare operating results to other industry participants. A reconciliation of EBITDA margin to the most directly comparable GAAP measure is not accessible without unreasonable effort due to the nature of the acquisition, particularly the acquisition of certain, but not all, assets of the seller.
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