Current Report — Form 8-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
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2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 587K
Liquidation or Succession
3: EX-99.1 Miscellaneous Exhibit HTML 10K
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common
Stock, par value $0.01 per share
AQUA
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 o
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. o
Item 1.01. Entry Into a Material Definitive Agreement.
On October 1, 2019, Evoqua Water Technologies LLC, WTG Holdings Cooperatief U.A., Evoqua Water Technologies Limited, Evoqua Water Technologies Pte. Ltd., Evoqua Water Technologies Ltd., Evoqua Water Technologies (Shanghai) Co. Ltd., WTG Holdco Australia (Memcor)
Pty. Ltd. (the “Australian Holding Company”) and Evoqua Water Technologies Membrane Systems Pty. Ltd. (together with the Australian Holding Company, the “Australian Subsidiaries,” and each of the foregoing entities, collectively, the “Evoqua Sellers”), each a wholly-owned subsidiary of Evoqua Water Technologies Corp. (the “Company”), entered into a Purchase and Sale Agreement (the “Agreement”) with DuPont de Nemours, Inc. (“DuPont”), pursuant to which the Evoqua Sellers will divest the Company’s Memcor® low pressure membrane product line (including the product line’s global workforce, its manufacturing site in Windsor, Australia, associated operations and intellectual property) to DuPont (the “Transaction”). In connection with the Transaction,
DuPont will purchase 100% of the corporate capital of the Australian Subsidiaries and all of the Evoqua Sellers’ assets related to the Memcor® low pressure membrane product line. The aggregate purchase price to be paid by DuPont in the Transaction is $110 million in cash, subject to certain post-closing purchase price adjustments as described in the Agreement. The Agreement contains representations, warranties and covenants customary for dispositions of this type. The Company currently expects the Transaction to close in the first quarter of fiscal 2020, subject to customary closing conditions. The Company and DuPont have a history of collaboration, and following
the Transaction, Dupont will continue to supply the Company with Memcor® products.
The foregoing description of the Agreement and the Transaction is qualified entirely by reference to the Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.
*Certain annexes to the Purchase and Sale Agreement have
been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the Commission a copy of any omitted annex upon request.
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.
