M&A - FARO TECHNOLOGIES INC

Form Type: 8-K

Filing Date: 2025-07-02

Corporate Action: Merger

Type: Update

Accession Number: 000119312525155013

Filing Summary: FARO Technologies, Inc. entered into a Merger Agreement with AMETEK, Inc., where Merger Sub will merge with FARO, making it a wholly-owned subsidiary of AMETEK. A definitive proxy statement was filed on June 12, 2025, for a shareholder vote on July 15, 2025, regarding the Merger. Legal challenges have arisen, with lawsuits claiming inadequate disclosures in the proxy statement. FARO has decided to supplement the proxy statement to address claims about omitted disclosures regarding financial projections and other material information. The FARO board unanimously recommends shareholders vote in favor of the Merger. The Merger has obtained necessary antitrust approvals in the U.S., Germany, and Austria but is still pending in Romania. Forward-looking statements indicate potential risks related to the Merger's completion, including shareholder approval and legal proceedings. The document emphasizes the importance of reading the Proxy Statement and related documents for detailed information about the Merger and its implications.

Form Type: DEFA14A

Filing Date: 2025-07-02

Corporate Action: Merger

Type: New

Accession Number: 000119312525155015

Filing Summary: On May 5, 2025, FARO Technologies, Inc. entered into a Merger Agreement with AMETEK, Inc. and AMETEK TP, Inc., where Merger Sub will merge with FARO, with FARO continuing as a wholly-owned subsidiary of AMETEK. The special meeting for shareholders to vote on the merger is scheduled for July 15, 2025. Following the merger announcement, two lawsuits were filed by shareholders claiming that the Proxy Statement omitted material information regarding financial analyses and potential conflicts of interest. FARO asserts that these allegations lack merit and has voluntarily amended the Proxy Statement to supplement the disclosures. The board of directors recommends shareholders vote in favor of the merger, adjournment proposals, and executive compensation related to the merger. The FTC granted early termination of the waiting period for the merger-related antitrust review, with additional clearances obtained from the German and Austrian authorities, pending approval in Romania. The document also details the fairness opinion provided by Evercore and compares FARO's financials with those of publicly traded companies and precedent transactions.

Form Type: DEFM14A

Filing Date: 2025-06-12

Corporate Action: Merger

Type: New

Accession Number: 000119312525139568

Filing Summary: FARO Technologies, Inc. is proposing a merger with AMETEK, Inc. as outlined in the Agreement and Plan of Merger dated May 5, 2025. The special meeting for shareholders will take place on July 15, 2025, where shareholders will vote on three key proposals: 1) to adopt and approve the Merger Agreement, 2) to approve adjournment of the meeting for additional vote solicitation if needed, and 3) to approve, in a non-binding advisory capacity, executive compensation related to the merger. Upon completion of the merger, shareholders will receive $44.00 per share, representing a premium over previous trading prices. The Board of Directors unanimously recommends voting 'FOR' all proposals. The meeting will require a majority vote of shares outstanding as of June 10, 2025, to proceed with the merger.

Form Type: PREM14A

Filing Date: 2025-05-30

Corporate Action: Merger

Type: New

Accession Number: 000119312525132201

Filing Summary: FARO Technologies, Inc. has filed a Preliminary Proxy Statement for a special meeting of shareholders to vote on a proposed merger with AMETEK, Inc. The shareholders will be asked to adopt and approve the Agreement and Plan of Merger dated May 5, 2025, which outlines that AMETEK will acquire FARO in a cash merger, resulting in FARO becoming a wholly owned subsidiary of AMETEK. The merger consideration is set at $44.00 per share of FARO common stock, representing a significant premium over previous market prices. In addition, there will be proposals for the adjournment of the meeting if necessary to gather additional votes and a non-binding advisory vote on executive compensation related to the merger. The board of directors of FARO recommends that shareholders vote in favor of all proposals related to the merger and emphasizes the importance of participation in the vote due to the majority required for approval. The proxy statement includes information about the merger, attendance procedures, and the importance of shareholder votes.

Form Type: SCHEDULE 13D

Filing Date: 2025-05-15

Corporate Action: Merger

Type: New

Accession Number: 000110465925049256

Filing Summary: On May 5, 2025, FARO Technologies, Inc. signed an Agreement and Plan of Merger with AMETEK, Inc. and its subsidiary, AMETEK TP, Inc. According to the Merger Agreement, Merger Sub will merge into FARO, which will then become a subsidiary of AMETEK. Upon the merger's effective time, shareholders will receive $44.00 per share in cash, except for those shares in treasury or held by shareholders seeking appraisal rights. The persons filing this Statement are investment entities and their manager, David J. Snyderman, who beneficially own 1,361,819 Shares, equating to approximately 7.08% of FARO's total shares. The funds invested a total of $57,441,732.07 in acquiring these shares for their respective holdings. No plans exist beyond those related to the merger.

Form Type: 8-K

Filing Date: 2025-05-07

Corporate Action: Merger

Type: New

Accession Number: 000119312525114972

Filing Summary: On May 5, 2025, FARO Technologies, Inc. entered into an Agreement and Plan of Merger with AMETEK, Inc. and its subsidiary AMETEK TP, Inc. Under the terms of the merger, AMETEK TP, Inc. will merge with FARO, with FARO becoming a wholly-owned subsidiary of AMETEK. Each outstanding share of FARO's common stock will be converted into $44.00 in cash, subject to certain exceptions. Additionally, outstanding stock options and performance-based restricted stock units will be cancelled and converted into cash based on the merger consideration. The FARO board unanimously approved the merger, advising shareholders to vote in favor. The closing is expected in the second half of 2025, contingent on various conditions including shareholder approval and regulatory clearances. The merger will result in the delisting of FARO's shares from Nasdaq and deregistration under the Securities Exchange Act. Further disclosures and a proxy statement will be filed with the SEC to provide comprehensive details about the transaction.

Form Type: DEFA14A

Filing Date: 2025-05-07

Corporate Action: Merger

Type: New

Accession Number: 000119312525114982

Filing Summary: On May 5, 2025, FARO Technologies, Inc. entered into a definitive Merger Agreement with AMETEK, Inc. and its wholly owned subsidiary, AMETEK TP, Inc. According to the agreement, Merger Sub will merge with FARO, which will become a wholly-owned subsidiary of AMETEK. The merger entails that shares of FARO common stock will be converted into cash at a rate of $44.00 per share upon the effectiveness of the merger. Existing Company Options and Restricted Stock Units will also be converted into cash based on certain calculations related to the exercise prices and vesting conditions. The FARO Board unanimously deemed the merger advisable and in the best interest of shareholders, and will recommend shareholder approval in a future special meeting. The transaction is set to close in the latter half of 2025, pending a majority shareholder approval and regulatory clearances. The merger agreement includes provisions for termination under specific conditions and a termination fee of approximately $27.99 million under certain circumstances. Additionally, upon completion, FARO's shares will be delisted from the Nasdaq Global Select Market and deregistered under the Securities Exchange Act.

Form Type: 8-K

Filing Date: 2025-05-06

Corporate Action: Merger

Type: New

Accession Number: 000119312525113318

Filing Summary: FARO Technologies, Inc. entered into a Merger Agreement with Ametek, Inc. and Ametek TP, Inc. on May 5, 2025. The merger involves Ametek TP, Inc., a wholly-owned subsidiary of Ametek, Inc., acquiring FARO Technologies. A special shareholder meeting will be announced to seek approval for the merger. FARO expects to file a proxy statement and other documents with the SEC related to the proposed merger, which shareholders are urged to read for further important information. Additionally, the report covers potential risks and uncertainties tied to the merger and the company's ongoing strategic plans.

Form Type: DEFA14A

Filing Date: 2025-05-06

Corporate Action: Merger

Type: New

Accession Number: 000119312525113325

Filing Summary: On May 5, 2025, FARO Technologies, Inc. entered into a Merger Agreement with Ametek, Inc. and Ametek TP, Inc., a wholly owned subsidiary of Ametek. The agreement indicates that Ametek will acquire all outstanding shares of FARO Technologies common stock for $44 per share in cash, representing a 40% premium based on FARO's closing price on May 5, 2025. This transaction values FARO at an enterprise value of approximately $920 million. Both companies' boards of directors have unanimously approved the agreement. The merger is subject to customary closing conditions, including regulatory approvals and shareholder approval from FARO Technologies. A special meeting of shareholders will be announced to seek this approval, and further details will be provided in a definitive proxy statement that FARO will file with the SEC. This acquisition is considered a strategic fit for Ametek, expanding its presence in growth markets with FARO's 3D measurement solutions and technology capabilities. The completion of the merger is anticipated for the second half of 2025, contingent upon meeting the necessary approvals and conditions.

Form Type: DEFA14A

Filing Date: 2025-05-06

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525113866

Filing Summary: FARO Technologies, Inc. has announced plans to be acquired by AMETEK, a provider of industrial technology solutions. As of May 6, 2025, employees were informed through a structured communication regarding the pending acquisition. No immediate changes to job responsibilities, roles, or locations are expected during the transaction period, indicating continuity and operational autonomy for FARO. Leadership at FARO will remain unchanged for the time being, with no brand alterations planned. The existing product strategies will persist pending the transaction's completion. Shareholders can expect that FARO shares will be cancelled upon closing, with payouts based on holdings. AMETEK emphasizes maintaining acquired businesses as standalone operations while fostering growth, aiming for robust earnings growth and successful market integration. A special meeting for shareholders will be scheduled to approve the merger.