THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE,PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTOANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANTNOTICE WITHIN THIS ANNOUNCEMENT.
Ultra Electronics Holdings plc (“Ultra”)
Publication of Circular and Notice of General Meeting
Further to the announcement made on 7 July 2017, Ultra will today publish a circular (the "Circular") in relationto the proposed acquisition by Ultra of Sparton Corporation (“Sparton”) on the terms and conditions of theagreement and plan of merger dated 7 July 2017 entered into between Ultra, Ultra Electronics Aneira Inc. (anOhio corporation and an indirect wholly-owned subsidiary of Ultra) and Sparton (the “Merger Agreement”)(the "Acquisition").
The Acquisition is subject to the approval of Ultra's shareholders. Accordingly, the Circular contains a noticeconvening a General Meeting which is to be held at the offices of Ultra at 417 Bridport Road, Greenford,Middlesex UB6 8UA at 10:00 a.m. on 29 August 2017 at which a resolution will be proposed for the Ultrashareholders to approve the Acquisition (the “Notice of General Meeting”).
The Circular and Notice of General Meeting will today be submitted to the Financial Conduct Authority’sNational Storage Mechanism (the "NSM") and will be available for inspection on the NSM's website athttp://www.morningstar.co.uk/uk/NSM.
The Circular and Notice of General Meeting will also be available for viewing on Ultra's website at www.ultraelectronics.com/investors and will today be posted to Ultra’s shareholders.
In addition to the passing of the required resolution at the General Meeting, completion of the Acquisition isconditional on, amongst other things, a vote to adopt the Merger Agreement by at least two-thirds of Spartonshareholders, competition clearance from relevant anti-trust authorities, including the US anti-trust authoritiesin accordance with the requirements of the HSR Act, and completion of the CFIUS, DSS and Investment Canada Act review processes.
For further information contact:
Ultra Electronics Holdings plc +44 (0) 20 8813 4300
Rakesh Sharma, Chief Executive
Amitabh Sharma, Group Finance Director
Susan McErlain, Corporate Affairs Director +44 (0) 7836 522 722
Investec Bank plc (Sole Sponsor, Bookrunner andBroker) +44 (0) 20 7597 5970
Christopher Baird / Keith Anderson / Carlton NelsonRBC (Financial Adviser) +44 (0) 20 7489 1188
Mark Preston / Paul Betts / Louise Melikian
Guggenheim Securities (Financial Adviser) +1 212 739 0700
Jon Huerta / Drew Heimlich
MHP Communications +44 (0) 20 3128 8756
James White