UNITED STATES
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):
March 29, 2013
BEL FUSE INC.
(Exact Name of Registrant as Specified in its Charter)
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New Jersey
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0-11676
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22-1463699
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(State or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS Employer Identification No.)
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206 Van Vorst Street, Jersey City, New Jersey
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07302
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code: (201) 432-0463
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On March 29, 2013, Bel Fuse Inc. (“Bel Fuse” or the "Company”), completed its previously announced acquisition of the Transpower magnetics business of TE Connectivity (the “Acquisition”). Pursuant to the terms of the Stock and Asset Purchase Agreement among Bel Fuse and Tyco Electronics Corporation (“Seller”), dated November 28, 2012, the Company has acquired 100% of the outstanding shares of Transpower Technology (HK) Limited, certain intellectual property and other tangible assets related to the Transpower magnetics business of TE Connectivity from Seller for $22.4 million in cash and additional consideration including the assumption of $0.1 million in liabilities and the grant of a license to Seller related to three of the Company’s patents. Transpower Technology (HK) Limited is the sole shareholder of Dongguan Transpower Electronic Products Co., Ltd. in the People's Republic of China. The Company’s purchase of the Transpower magnetics business consisted of the integrated connector module (“ICM”) family of products, including RJ45, 10/100 Gigabit, 10G, PoE/PoE+, MRJ21 and RJ.5, a line of modules for smart-grid applications and discrete magnetics.
The Company funded the acquisition from its existing working capital.
The foregoing description of the Stock and Asset Purchase Agreement is only a summary, does not purport to be complete and is qualified in its entirety by the complete text of the Agreement itself, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on December 4, 2012 and is incorporated herein by reference.
ITEM 8.01. OTHER EVENTS.
On April 1, 2013, Bel Fuse Inc. issued a press release announcing the closing of the Acquisition. A copy of the press release is furnished herewith as Exhibit 99.1.
In accordance with General Instruction B.6 of Form 8-K, such press release 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 liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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(a)
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Financial statements of business acquired.
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(1)
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Bel Fuse Inc. intends to file financial statements relating to the Acquisition described in Item 2.01 above under cover of Form 8-K/A within the time period permitted under Item 9.01.
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(b)
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Pro forma financial information
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(1)
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Bel Fuse Inc. intends to furnish pro forma financial information related to the Acquisition described in Item 2.01 above under cover of Form 8-K/A within the time period permitted under Item 9.01.
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(d)
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Exhibits
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As described in Item 8.01 of this Report, the following Exhibit is furnished as part of this Current Report on Form 8-K:
99.1 Press Release of Bel Fuse Inc. dated April 1, 2013.
SIGNATURE
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: April 4, 2013
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BEL FUSE INC.
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(Registrant)
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By:
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/s/ Daniel Bernstein
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Daniel Bernstein
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President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press release of Bel Fuse Inc. dated April 1, 2013.
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Exhibit 99.1
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FOR IMMEDIATE RELEASE
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Bel Fuse Inc.
206 Van Vorst Street
Jersey City, NJ 07302
www.belfuse.com
tel 201.432.0463
fax 201.432.9542
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Investor Contact:
Neil Berkman Associates
(310) 477-3118
info@berkmanassociates.com
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Company Contact:
Daniel Bernstein
President & CEO
(201) 432-0463
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Bel Closes Acquisition of TE Connectivity's
Transpower Magnetics Business
JERSEY CITY, New Jersey, April 1, 2013 -- Bel Fuse Inc. (NASDAQ:BELFA and NASDAQ:BELFB) announced today that it has closed the previously announced acquisition of the Transpower magnetics business from TE Connectivity. Bel paid approximately $22.4 million in cash to acquire the business, which had trailing twelve month revenue of approximately $75 million and employs approximately 2,500 people at its 237,000 square foot manufacturing facility in Changping, China. The acquisition is expected to be accretive to Bel's earnings beginning in the second quarter of 2013.
Among the integrated connector module (ICM) products included in the Transpower acquisition are RJ45 connectors for 10/100, 1G, 10G and PoE/PoE+ capable, MRJ21 connectors, RJ.5 connectors and a line of modules for smart-grid applications and discrete magnetics. Bel also received a license to produce ICM products using TE's planar embedded magnetics technology.
Daniel Bernstein, Bel's President and CEO, said, "By solidifying Bel's position as a world leader in ICMs, this acquisition is a major step forward in our strategy to increase Bel's growth and profitability in both the short and long term.
"Trading under the name TRP International, we expect Bel's new division to double our sales of ICMs and related components. We also will benefit from various manufacturing, purchasing and engineering synergies that will enable us to further improve Bel's cost structure and enhance our competitive position in this market. By selecting Bel as the acquiring company, TE showed its confidence that Bel will provide the same high level of service to customers that continue to purchase from both our companies. Demonstrating our commitment to this goal, Bel will retain the Changping manufacturing facility and key associates who support the business unit."
Houlihan Lokey Investment Bank and Stephens Inc. acted as financial advisors to Bel in this transaction.
About Bel
Bel (www.belfuse.com) and its divisions are primarily engaged in the design, manufacture, and sale of products used in networking, telecommunications, high-speed data transmission, commercial aerospace, military, transportation, and consumer electronics. Products include magnetics (discrete components, power transformers and MagJack® connectors with integrated magnetics), modules (DC-DC converters and AC-DC power supplies, integrated analog front-end modules and custom designs), circuit protection (miniature, micro and surface mount fuses) and interconnect devices (micro, circular and filtered D-Sub connectors, fiber optic connectors, passive jacks, plugs and high-speed cable assemblies). The Company operates facilities around the world.
Forward-Looking Statements
Except for historical information contained in this press release, the matters discussed in this press release (including the statements regarding the impact of the Transpower acquisition on Bel's short-term and long-term growth and profitability, on Bel's cost structure and on Bel's competitive position; the expected accretive nature of that acquisition; and the impact of that acquisition on future sales of ICM products and related products) are forward-looking statements that involve risks and uncertainties. Actual results could differ materially from Bel's projections. Among the factors that could cause actual results to differ materially from such statements are: the market concerns facing our customers; the continuing viability of sectors that rely on our products; the effects of business and economic conditions; difficulties associated with integrating recently acquired companies, including the entities referred to in this press release; capacity and supply constraints or difficulties; product development, commercializing or technological difficulties; the regulatory and trade environment; risks associated with foreign currencies; uncertainties associated with legal proceedings; the market's acceptance of the Company's new products and competitive responses to those new products; and the risk factors detailed from time to time in the Company's SEC reports. In light of the risks and uncertainties, there can be no assurance that any forward-looking statement will in fact prove to be correct. We undertake no obligation to update or revise any forward looking statements.
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