Monday, November, 18, 2013: Molex Incorporated, a global electronic components company, announced that at an annual stockholders’ meeting, 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.
