공지 • Jul 21
AMETEK, Inc. (NYSE:AME) completed the acquisition of FARO Technologies, Inc. (NasdaqGS:FARO).
AMETEK, Inc. (NYSE:AME) entered into an agreement to acquire FARO Technologies, Inc. (NasdaqGS:FARO) for approximately $930 million on May 5, 2025. AMETEK will acquire all outstanding shares of FARO Technologies common stock for $44 per share in cash, which represents an approximate 40% premium to FARO’s closing price on May 5, 2025. The transaction values FARO at an enterprise value of approximately $920 million. If the Merger Agreement is terminated, in certain circumstances related to a breach of the non-solicitation provisions, a Change of Board Recommendation or with respect to the acceptance of a Superior Proposal, then the Company shall pay to Parent a termination fee of approximately $28 million (such amount, the “Termination Fee”). The parties agree that if this Agreement is terminated by the Company pursuant to Section 7.1(h) (Parent Material Breach) as a result of Parent’s breach of Section 5.5 with respect to its efforts to obtain HSR Clearance or by the Company or Parent pursuant to Section 7.1(d) (Outside Date), at a time when the Company could have terminated this Agreement pursuant to Section 7.1(h) (Parent Material Breach) as a result of Parent’s breach of Section 5.5 with respect to its efforts to obtain HSR Clearance, then Parent shall pay to the Company within two Business Days following such termination, approximately $28 million (the “Parent Termination Fee”). The Merger Agreement requires that, prior to the Effective Time, among other things, the Company deliver to U.S. Bank Trust Company, National Association, as trustee, a supplemental indenture to the Indenture, dated as of January 24, 2023, between the Company and the trustee (the “Indenture”), to be effective upon the Effective Time (the “Supplemental Indenture”), providing, among other things, that at and after the Effective Time, each holder of the Company’s 5.50% Convertible Senior Notes due 2028 (the “Convertible Notes”) will have the right to convert their respective Convertible Notes into cash in an amount, per $1,000 principal amount of such Convertible Note being converted, equal to the product of (i) the Conversion Rate (as such term is defined in the Indenture and including any increase thereto required under the Indenture) and (ii) the amount of the Merger Consideration, pursuant to the terms of the Indenture.
The closing of the Merger is subject to various closing conditions, including (i) approval of the Merger Agreement, including the Merger, by holders of a majority of the Shares then outstanding and entitled to vote thereon (the “Company Shareholder Approval”), (ii) the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Clearance”), and the receipt of approvals of governmental entities in certain specified foreign jurisdictions pertaining to competition, (iii) the absence of any law or order restraining, enjoining or prohibiting the consummation of the Merger that is continuing and remains in effect, and (iv) the accuracy of the other party’s representations and warranties contained in the Merger Agreement (subject to customary materiality qualifications), and the other party’s compliance in all material respects with its covenants and agreements contained in the Merger Agreement. In addition, Parent’s obligation to consummate the Merger is subject to the absence of any Company Material Adverse Effect (as defined in the Merger Agreement) occurring after the date of the Merger Agreement and continuing with respect to the Company. The closing of the Merger is not subject to a financing condition. The boards of directors of both companies have unanimously approved the transaction. The transaction is expected to be completed in the second half of 2025. As of July 15, 2025, FARO Technologies shareholders approved the transaction.
Evercore Group L.L.C. acted as financial advisor and fairness opinion provider to FARO Technologies. Deborah L. Spranger, Steven Khadavi, Erica Stalnecker Wilson, Wallace Bao, Jeffery R. Banish, Michael K. Jones, J. Bradley Boericke and Barbara T. Sicalides of Troutman Pepper Locke LLP acted as legal advisors to AMETEK Inc. Heike Wagner, Reiner Thieme and Troutman Pepper Locke of CMS also served as legal counsel to AMETEK on the non-U.S. aspects of this deal. Jonathan Witt, Gregory Neppl, Leigh Riley, Garrett Bishop, Omar Lucia, Sara Gangel and Christopher Terris of Foley & Lardner LLP acted as legal advisors to FARO Technologies. Roy Tannenbaum and Philip Richter of Fried Frank acted as counsel to Evercore. MacKenzie Partners, Inc. acted as information agent to FARO. FARO will pay MacKenzie a fee of $15000. Equiniti Trust Company, LLC acted as transfer agent to FARO. FARO has agreed to pay Evercore a fee for its services in the aggregate amount of approximately $15.6 million, of which $2.0 million was payable upon delivery of Evercore’s opinion and is fully creditable against any fee payable upon the consummation of the Merger and approximately $13.6 million of which will be payable contingent upon the consummation of the Merger. Robert W. Baird & Co. Incorporated, Investment Banking Arm acted as financial advisor to AMETEK, Inc.
AMETEK, Inc. (NYSE:AME) completed the acquisition of FARO Technologies, Inc. (NasdaqGS:FARO) on July 21, 2025. FARO joins AMETEK as part of its Ultra Precision Technologies Division within AMETEK’s Electronic Instruments Group. The completion of the transaction follows approval from FARO shareholders and the receipt of all regulatory approvals. As a result of the completion of the merger, the common stock of FARO will no longer be listed for trading on Nasdaq.