TTM Technologies, Inc. entered into a definitive share purchase agreement to acquire Telephonics Corporation from Griffon Corporation for $330 million.
April 18, 2022
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TTM Technologies, Inc. (NasdaqGS:TTMI) entered into a definitive share purchase agreement to acquire Telephonics Corporation from Griffon Corporation (NYSE:GFF) for $330 million on April 18, 2022. The proposed terms include the purchase of the stock of the Telephonics business entities in a debt free, cash free transaction for $330 million in cash, subject to customary working capital at closing. TTM expects to finance the purchase with cash on hand. Consummation of the acquisition is subject to the satisfaction of certain conditions, including (i) expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) Griffon having obtained certain consents related to the acquisition or, alternatively, having paid the company a specified fee as liquidated damages in place of obtaining such consents, and (iii) completion of the sale or transfer of ownership interests held by Telephonics in a certain joint venture such that none of the acquired companies retain any liabilities or obligations in respect of such joint venture. It is also subject to the resignation of Telephonics' directors, and the execution of transitional services, non competition, non solicitation, intellectual property agreements, customary closing conditions and regulatory approvals. The acquisition has been unanimously approved by the board of directors of the company. The transaction is expected to close in the second quarter of 2022. The transaction is expected to be immediately accretive to TTM's non-GAAP EPS.
Tobias L. Knapp of O'Melveny & Myers LLP acted as legal advisor to TTM Technologies, Inc. Derek M. Winokur, Martin Nussbaum, Stephen Pratt, Thomas Rayski, Joshua Rawson, Elizabeth Guidi, Edward Lemanowicz, Francois Quintard-Morenas, James Fishkin, Clemens Graf York von Wartenburg, Michael Okkonen, Beverly Ang, Andrew Braid, Abbi Cohen and Ian Downes of Dechert LLP acted as legal advisor to Griffon Corporation. J.P. Morgan acted as the exclusive financial advisor for TTM, and Lazard acted as financial advisor for Griffon.
Griffon Corporation is a diversified management and holding company. The Company owns and operates, and seeks to acquire, businesses in multiple industries and geographic markets. The Companyâs segments include Home and Building Products (HBP) and Consumer and Professional Products (CPP). The HBP segment conducts its operations through Clopay Corporation (Clopay). Clopay is the manufacturer and marketer of garage doors and rolling steel doors in North America. Residential and commercial sectional garage doors are sold through professional dealers and home center retail chains throughout North America under the brands Clopay, Ideal, and Holmes. The CPP segment is a global provider of branded consumer and professional tools; residential, industrial and commercial fans; home storage and organization products; and products that enhance indoor and outdoor lifestyles. CPP sells products globally through a portfolio of brands, including AMES, Hunter, True Temper, and ClosetMaid.
TTM Technologies, Inc. entered into a definitive share purchase agreement to acquire Telephonics Corporation from Griffon Corporation for $330 million.
GRIFFON CORPORATION 
