SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): December 22, 2023
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ENPRO INC.
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(Exact name of Registrant, as specified in its charter)
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North Carolina
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001-31225
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01-0573945
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(State or other jurisdiction of incorporation)
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(Commission file number)
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(I.R.S. Employer Identification
No.) |
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5605 Carnegie Boulevard, Suite 500
Charlotte, North Carolina 28209
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(Address of principal executive offices, including zip code)
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(704)
731-1500 |
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(Registrant’s telephone number, including area code)
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Not Applicable
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(Former name or address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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NPO
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 |
Entry into a Material Definitive Agreement
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On December 22, 2023, EnPro Holdings, Inc. (“EnPro Holdings”), a direct, wholly owned subsidiary of Enpro Inc. (the “Company”), entered into a Stock
Purchase Agreement dated as of December 22, 2023 (the “Purchase Agreement”) with AMI Holdco, Inc. (“AMI”), the Sellers party thereto (the “Sellers”) and McNally Capital – AMI SPV, LLC, as representative of the Sellers, providing for the sale by the
Sellers to EnPro Holdings of all issued and outstanding capital stock of AMI (the “Purchase Transaction”) for $210 million in cash, which includes amounts to be paid by EnPro Holdings for distribution to holders of in-the-money stock options
awarded by AMI. The purchase price is subject to potential adjustment based on the amount, on the date the Purchase Transaction is consummated, of cash, debt and working capital of AMI, as well as for the amount of specified selling and other
expenses of AMI.
The completion of the Purchase Transaction is subject to certain limited closing conditions, including, but not limited to, the absence of any order of
a court prohibiting the consummation of the Purchase Transaction, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the absence of a material adverse effect on the
financial condition or results of operations of AMI and its subsidiaries, taken as a whole, occurring after the date of the Purchase Agreement. The Purchase Agreement does not include a financing condition to EnPro Holdings’ obligation to complete
the Purchase Transaction.
The Purchase Agreement contains customary representations, warranties and covenants by each party that are subject, in some cases, to specified
exceptions and qualifications contained in the Purchase Agreement. The Purchase Agreement provides that each of the parties is required to use reasonable best efforts to consummate the Purchase Transaction, including by making filings with
specified governmental authorities.
The Purchase Agreement contains customary termination provisions in favor of both EnPro Holdings and the Sellers, including a right to terminate the
Purchase Agreement if the Purchase Transaction has not been consummated on or prior to March 22, 2024. The Purchase Agreement does not include provisions for the indemnification by the Sellers or EnPro Holdings of the other party following the
consummation of the Purchase Transaction and provides that the premiums of any representation and warranty insurance policy obtained by EnPro Holdings with respect to the Purchase Agreement are to be borne by EnPro Holdings.
In connection with the execution of, and as contemplated by, the Purchase Agreement, EnPro Holdings entered into restrictive covenant agreements with
each of the Sellers and certain holders of stock options awarded by AMI (collectively, the “Restricted Persons”). Under the restrictive covenant agreements, the Restricted Persons have agreed, subject to the consummation of the Purchase
Transaction, to, among other things, maintain the confidentiality of certain information, not solicit the employment of certain AMI employees, and, for the Restricted Persons who are current or former employees of AMI, not engage in specified
activities in competition with AMI for specified periods of duration varying based on the level of such Restricted Person’s current responsibilities at AMI.
The Purchase Agreement provides that simultaneous with the closing of the Purchase Transaction, EnPro Holdings, the Sellers and a specified escrow
agent will enter into an escrow agreement under which a portion of the purchase price is to be held in escrow pending resolution of the purchase price adjustment.
| Item 7.01 |
Regulation FD Disclosure
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On December 28, 2023, the Company issued a press release announcing the execution of the Purchase Agreement. A copy of this press release is furnished
as Exhibit 99.1 hereto and is incorporated herein by reference.
The information furnished in Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01 |
Financial Statements and Exhibits
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(d) Exhibits
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Exhibit Number
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Exhibit Description
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Press release dated December 28, 2023
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Exhibit 104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Date: December 28, 2023
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ENPRO INC.
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By: |
/s/ Robert S. McLean |
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Robert S. McLean |
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Executive Vice President, General Counsel and Secretary |
4
News Release
Enpro Inc. to Acquire Advanced Micro Instruments, Inc.
AMI to become part of Enpro’s Sealing Technologies Segment, Expanding Core Capabilities in Compositional Analysis, a Growing Area into the Test &
Measurement Industry
AMI’s Innovative Analyzer and Sensor Portfolio Adds Capabilities to the Sealing Technologies Segment that Support the Safeguarding of Critical
Environments
Accretive to Sealing Technologies Growth Rate, Segment Profitability and Enpro Adjusted Diluted Earnings Per Share
CHARLOTTE, N.C. – December 28, 2023—Enpro Inc. (NYSE: NPO), an industrial technology company, today announced that it has entered into a definitive agreement to acquire
Advanced Micro Instruments, Inc. (“AMI”), a leading provider of highly-engineered, application-specific analyzers and sensing technologies that monitor critical parameters to maintain infrastructure integrity, enable process efficiency, enhance
safety, and facilitate the clean energy transition. Under the terms of the agreement, Enpro will acquire AMI for $210 million in cash, representing a valuation of approximately 13x normalized 2023 EBITDA.
Based in Costa Mesa, California, AMI serves customers in the midstream natural gas, biogas, industrial processing, cryogenics, food processing, laboratory, wastewater and
aerospace markets. The company offers a portfolio of oxygen, hydrogen sulfide and moisture analyzers and proprietary sensing capabilities that detect contaminants in a variety of processes, including natural gas and biogas streams, which enable
operators to avoid flaring and, thereby, reduce CO2 emissions.
Upon closing, AMI will be included in the Sealing Technologies segment, adding to the segment’s portfolio of products and solutions that safeguard critical environments.
The acquisition is expected to be accretive to segment revenue growth and profitability, in addition to Enpro’s adjusted diluted earnings per share.
“Acquiring AMI, an industry leader, will build on our strategy to invest in products and technologies that safeguard critical environments in key secular growth markets,”
said Eric Vaillancourt, President and Chief Executive Officer. “AMI’s innovative analyzer and sensor solutions will add to our existing portfolio of critical process technologies in the Sealing Technologies segment, and this acquisition will be an
important step forward in expanding our capabilities into compositional analysis. We look forward to welcoming the talented AMI team to the Enpro family of companies and capitalizing on our combined capabilities.”
“We look forward to joining the Enpro family and this is an exciting next chapter for AMI,” said Kevin Bates, President and Chief Executive Officer of AMI. “AMI fits
squarely into Enpro’s portfolio of leading-edge solutions in a variety of growing end markets that have strong technological and applied engineering advantages. Enpro is the ideal partner for us to accelerate our future growth.”
The transaction is expected to close in early 2024, subject to limited closing conditions, including regulatory approvals.
About Enpro
Enpro is a leading industrial technology company focused on critical applications across many end-markets, including semiconductor, industrial process, commercial vehicle,
sustainable power generation, aerospace, food and pharma, photonics and life sciences. Headquartered in Charlotte, North Carolina, Enpro is listed on the New York Stock Exchange under the symbol “NPO”. For more information about Enpro, visit the
company’s website at https://www.enpro.com.
About Advanced Micro Instruments, Inc.
AMI is a majority-owned portfolio company of McNally Capital, LLC, a Chicago-based private equity firm. AMI is a leading provider of highly engineered, application-specific analyzers and sensing technologies. Based in Costa Mesa, California,
AMI serves customers in the midstream natural gas, biogas, industrial processing, cryogenics, food processing, laboratory, wastewater, and aerospace markets. The company offers a portfolio of oxygen, hydrogen sulfide, and moisture analyzers and
proprietary sensing capabilities that detect contaminants in a variety of processes, including natural gas and biogas streams, which enable operators to avoid flaring and, thereby, reduce CO2 emissions. For
more information, please visit https://www.amio2.com.
Forward-Looking Statements
Statements in this press release that express a belief, expectation or intention, as well as those that are not historical fact, are forward-looking statements under the
Private Securities Litigation Reform Act of 1995. They involve a number of risks and uncertainties that may cause actual events and results to differ materially from such forward-looking statements. These risks and uncertainties include, but are
not limited to: the possibility that necessary regulatory approvals may not be obtained or that other conditions to closing may not be satisfied such that the acquisition of AMI will not close or that the closing may be delayed; the possibility of
unexpected costs, liabilities or delays in connection with the transaction; risks that the acquisition of AMI disrupts current plans and operations of Enpro; the ability to recognize the anticipated benefits of the transaction; the outcome of any
legal proceedings that may arise with respect to the transaction; and the occurrence of any event, change or other circumstances that could give rise to the termination of the agreement for the acquisition of AMI. Enpro’s filings with the Securities
and Exchange Commission, including its most recent Form 10‑K and Form 10‑Q, describe other risks and uncertainties. Enpro does not undertake to update any forward-looking statements made in this press release to reflect any change in management’s
expectations or any change in the assumptions or circumstances on which such statements are based.
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Investor Contacts:
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Milt Childress
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Executive Vice President and
Chief Financial Officer
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James Gentile
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Vice President, Investor Relations
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Enpro Inc.
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Phone:
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704-731-1527
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5605 Carnegie Boulevard
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Charlotte, North Carolina, 28209
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Email:
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investor.relations@enpro.com
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www.enpro.com
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