LISLE, Ill.--(BUSINESS WIRE)--
Molex Incorporated: Merger Related Action
Lisle, Illinois – December 5, 2013 – Molex Incorporated (LSE:MOL and MOLA), a global electronic components company, announced yesterday that it had received all required merger control clearances with respect to its previously announced merger agreement to be acquired by Koch Industries, Inc. pursuant to which the Company will merge with and into Koch Connectors, Inc., a wholly-owned subsidiary of Koch Industries, Inc. (the "Merger"). The parties now expect the transaction to close within 3 business days, subject to the satisfaction of certain customary closing conditions.
The Company accordingly announces that it has requested the UK Listing Authority (the "UKLA") to suspend the listing of all of its shares of common stock, par value $0.05 (MOL) and all of its shares of Class A common stock, par value $0.05 (MOLA) admitted to listing on the standard listing segment of the Official List of the UKLA ("Official List") with effect from 7:30am on 9 December 2013 (being the date on which the Merger is expected to become effective).
In addition, the Company announces that, subject to the Merger becoming effective, it has requested the FCA to cancel the listing of the Company's shares on the Official List with effect from 7:30am on 10 December 2013.
Accordingly, the last day of dealings in the Company's shares of common stock, par value $0.05 (MOL) and all of its shares of Class A common stock, par value $0.05 (MOLA) on London Stock Exchange plc's main market for listed securities will be 6 December 2013.
The listing of the Company's common stock and Class A common stock on the NASDAQ Global Select Market will similarly be cancelled.
Further the Company announces that a current report on Form 8-K was filed with the U.S. Securities and Exchange Commission on 4 December 2013 regarding the Merger.
A copy of such current report on Form 8-K, has been submitted to the National Storage Mechanism and is also available on the Company's website at www.molex.com.
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 Molex Incorporated
Molex Incorporated is a 75-year-old global manufacturer of electronic, electrical and fiber optic interconnection systems. Based in Lisle, Illinois, the Company operates 45 manufacturing locations in 17 countries and employs more than 35,000 people globally.
Steve Martens, VP Investor Relations