M&A - Fabrinet

Form Type: 8-K

Filing Date: 2025-03-13

Corporate Action: Acquisition

Type: New

Accession Number: 000140871025000010

Filing Summary: On March 12, 2025, Fabrinet entered into a Transaction Agreement with Amazon.com, Inc., which includes the issuance of a warrant to a wholly-owned affiliate of Amazon. The warrant allows for the acquisition of up to 381,922 ordinary shares at an exercise price of $208.4826 per share. The warrant can be exercised in a cashless manner and is set to expire on March 12, 2032. A portion of the shares vested immediately upon issuance, with the remaining shares subject to vesting conditions tied to a commercial agreement. Additionally, there are provisions in the agreement for registration rights and advance notice for certain acquisition transactions. The issuance of the warrant is anticipated to impact the company's financials, leading to a non-cash stock-based revenue adjustment of approximately $4.2 million, affecting the net income per fully diluted share by about $0.12 for the third fiscal quarter. As a result, updated guidance for GAAP and non-GAAP net income per diluted share has been provided, reflecting this adjustment and excluding specific share-based compensation expenses.

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