STOCK PURCHASE AGREEMENT between MICROSEMI CORPORATION and MERCURY SYSTEMS, INC. DATED AS OF MARCH 23, 2016Stock Purchase Agreement • April 4th, 2016 • Mercury Systems Inc • Electronic components & accessories • New York
This STOCK PURCHASE AGREEMENT, dated as of March 23, 2016 (this “Agreement”), is entered into by and between MICROSEMI CORPORATION, a Delaware corporation (“Seller”), and MERCURY SYSTEMS, INC., a Massachusetts corporation (“Buyer”). All capitalized terms used in this Agreement shall have the respective meanings assigned to such terms in Article XIV.
THE CARVE-OUT BUSINESSStock Purchase Agreement • April 4th, 2016 • Mercury Systems Inc • Electronic components & accessories
As previously reported, on March 23, 2016, Mercury Systems, Inc. (“Mercury”) and Microsemi Corporation (“Microsemi”) entered into a Stock Purchase Agreement (the “Purchase Agreement”), pursuant to which, subject to the satisfaction or waiver of certain conditions, Microsemi has agreed to sell all the membership interests in Microsemi LLC - RF Integrated Solutions (“RF LLC”) to Mercury (the “Acquisition”) for $300 million in cash on a cash-free, debt-free basis, subject to a working capital adjustment. RF LLC, directly and through subsidiaries, operates embedded security, RF and microwave, and custom microelectronics businesses of Microsemi (the “Carve-Out Business”). Set forth below is a brief summary of the Carve-Out Business.
