UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934 (Amendment No. )
Filed
by the Registrant [X]
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Filed
by a Party other than the Registrant [ ]
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Check
the appropriate box:
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[ ]
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Preliminary
Proxy Statement
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[ ]
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[ ]
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Definitive
Proxy Statement
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[ ]
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Definitive
Additional Materials
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[X]
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Soliciting
Material under §240.14a-12
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MTS
Systems Corporation
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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[X]
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No
fee required.
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[ ]
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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[ ]
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Fee
paid previously with preliminary materials.
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[ ]
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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This
filing consists of the following communications relating to the proposed merger between Amphenol Corporation (“Amphenol”),
Moon Merger Sub Corporation (“Sub”) and MTS Systems Corporation (“MTS”), pursuant to an Agreement and
Plan of Merger, dated December 8, 2020, by and among Amphenol, Sub and MTS.
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i.
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Email
from Randy Martinez, Interim CEO of MTS, and Steve Harrison, Executive Vice President and President, Test and Simulation of
MTS, to employees of MTS, including an attachment of the press release issued by each of Amphenol and Illinois Tool Works
Inc. (the “Employee Email”)
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ii.
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FAQs
for Employees of MTS (the “Employee FAQs”)
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iii.
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Letter
to Customers of MTS (the “Customer Letter”)
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iv.
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Letter
to Vendors of MTS (the “Vendor Letter”)
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v.
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Communications
Guide and FAQs for Managers of MTS (the “Communications Guide”)
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Each
item listed above was first disseminated or made available on January 19, 2021.
Employee
Email (including press release attachment)
Dear
Colleagues,
We
are excited to provide an update on our transaction with Amphenol that positively impacts our Test & Simulation business.
As you recall, Amphenol initially indicated its intent was to integrate MTS Sensors into its portfolio, and to conduct a strategic
review to determine how to best position MTS Test and Simulation for future success.
Following
the review, I am pleased to announce that Amphenol has reached an agreement to sell the MTS Test and Simulation business to Illinois
Tool Works (ITW). Amphenol and ITW have issued press releases this morning announcing the transaction.
This
is excellent news for MTS Test and Simulation – in a single stroke it eliminates the uncertainty that our business was likely
to experience during a more prolonged strategic review by Amphenol and enables Test and Simulation to become part of a superb
large public company with deep roots and a track record of success in our core business.
Since
its founding in 1912, ITW has become one of the world’s leading diversified manufacturers of specialized industrial equipment,
consumables, and related service businesses. Headquartered in Glenview, Illinois, right outside of Chicago, it currently generates
over $14 billion in annual revenues, while employing approximately 45,000 employees in hundreds of businesses spread across 53
countries. These businesses are organized into seven segments (Automotive OEM, Food Equipment, Construction Products, Polymers
and Fluids, Specialty Products, Test and Measurement and Electronics, and Welding) with multiple businesses in each segment. Each
of the businesses and segments operate in a decentralized fashion while sharing ITW’s proprietary business model and strategic
framework.
Test
and Simulation will retain the MTS brand and become a stand-alone entity within ITW’s Test and Measurement and Electronics
segment. Other ITW Test and Measurement brands within this segment include Instron, Buehler, Avery Weigh-Tronix, Brooks Instrument,
Wilson, Magnaflux, and Loma Systems.
One
obvious outcome of this arrangement is that MTS Sensors and MTS Test and Simulation will no longer be part of the same company.
Because Test and Simulation is not currently structured as a stand-alone entity, we will evaluate which corporate functions will
be required to continue supporting the Test and Simulation business after closing. MTS will remain committed to delivering exceptional
customer service through the highest quality and most innovative Test & Measurement solutions.
As
always, please be cautioned that while this is a binding agreement, the ITW/Amphenol deal (like the Amphenol/MTS deal) is not
yet closed. We expect the Amphenol/MTS deal to close by mid-year 2021, pending regulatory and other approvals. Amphenol has informed
us that it expects the Amphenol/ITW deal to close following the closing of the Amphenol/MTS deal, subject to certain regulatory
approvals, closing of the Amphenol/MTS merger and other closing conditions. Amphenol has assured us that its deal with ITW will
not delay Amphenol’s acquisition of MTS. For the time being, it is business as usual as neither transaction has closed.
I
and the other members of the leadership team look forward to keeping you apprised of these exciting developments as efforts progress.
Please see the link to ITW’s website and a Frequently Asked Questions (FAQs) document for you to review below. We
will keep the FAQs updated on the MTS intranet for your reference as further questions and answers arise. In the meantime, please
remain laser-focused on delivering excellence to our customers and achieving our FY21 strategic objectives.
In
closing, please allow me to acknowledge that this is truly a historic event for MTS Systems. As our successors look back on this
time, they will see it as a period in which MTS made a step-change in its performance, capabilities, and global impact. We owe
much to the vision and foresight of our predecessors. But the ultimate thanks go to each of you for your dedication and commitment
to our customers, our values and to one another. Thank you…and congratulations!!
Respectfully,
Randy
Martinez
&
Steve
Harrison
Additional
Information Regarding the Merger and Where to Find It
This
communication does not constitute an offer to sell or the solicitation of an offer to buy the securities of MTS Systems Corporation
(the “Company”) or the solicitation of any vote or approval. This communication relates to the proposed merger
involving the Company, Amphenol Corporation (“Parent”) and Moon Merger Sub Corporation (“Sub”),
whereby the Company will become a wholly owned subsidiary of Parent (the “proposed merger”). The proposed merger
will be submitted to the shareholders of the Company for their consideration at a special meeting of the shareholders. In connection
therewith, the Company intends to file relevant materials with the U.S. Securities and Exchange Commission (the “SEC”),
including a definitive proxy statement on Schedule 14A (the “definitive proxy statement”) which will be mailed
or otherwise disseminated to the Company’s shareholders when it becomes available. The Company may also file other relevant
documents with the SEC regarding the proposed merger. SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Shareholders may obtain free copies of the definitive proxy statement,
any amendments or supplements thereto and other documents containing important information about the Company, once such documents
are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Free copies of the definitive proxy statement
and any other documents filed with the SEC can also be obtained on the Company’s website at https://www.mts.com/ or by contacting
the Company’s Investor Relations Department at IRRequest@mts.com.
Certain
Information Regarding Participants in the Solicitation
The
Company and certain of its directors, executive officers and employees may, under the rules of the SEC, be deemed to be participants
in the solicitation of proxies in connection with the proposed merger. Information regarding the Company’s directors and
executive officers is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended October 3, 2020, filed
with the SEC on December 15, 2020, its definitive proxy statement on Schedule 14A for the 2020 annual meeting of shareholders,
filed with the SEC on December 30, 2019, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date
of such definitive proxy statement, and in subsequent documents filed with the SEC. Additional information regarding the participants
in the proxy solicitation and a description of their direct or indirect interests, by security holdings or otherwise, will be
included in the definitive proxy statement and other relevant documents filed with the SEC regarding the proposed merger, if and
when they become available. Free copies of these materials may be obtained as described in the preceding paragraph.
Cautionary
Statement Regarding Forward-Looking Statements
This
communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on current expectations of future
events and may include words such as “anticipate,” “believe,” “estimate,” “expect,”
“intend,” “may,” “plan,” “should,” “will” and “would.”
If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially
from the expectations of the Company. Risks and uncertainties include, but are not limited to: (i) the risk that the proposed
merger may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price
of its common stock, (ii) the failure to satisfy the conditions to the consummation of the proposed merger, including the adoption
of the merger agreement (the “Merger Agreement”) by the shareholders of the Company, and the receipt of certain
governmental and regulatory approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to
the termination of the Merger Agreement, (iv) the effect of the announcement or pendency of the proposed merger and/or the proposed
transaction between Parent and Illinois Tool Works Inc. (“ITW”) on the Company’s business relationships,
operating results and business generally, (v) the risk that the proposed merger disrupts the Company’s current plans and
operations and potential difficulties in the Company’s employee retention as a result of the proposed merger and/or the
proposed transaction between Parent and ITW and (vi) the outcome of any legal proceedings that may be instituted against the Company,
Parent or Sub related to the Merger Agreement or the proposed merger. The foregoing list of risk factors is not exhaustive. Readers
are advised to carefully consider the foregoing risk factors and the other risks and uncertainties that affect the businesses
of the Company described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal
year ended October 3, 2020, filed with the SEC on December 15, 2020, and other reports and documents filed from time to time with
the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results
to differ materially from those contained in the forward-looking statements. Copies of these filings are available online at https://www.mts.com/.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether
as a result of new information, future events or otherwise. The Company does not give any assurance that it will achieve its expectations.
Press
Release Attachment
ITW
TO ACQUIRE MTS TEST & SIMULATION
BUSINESS
FROM AMPHENOL
Glenview,
Illinois and Wallingford, Connecticut. January 19, 2021. Illinois Tool Works Inc. (NYSE: ITW), a global multi-industrial manufacturing
leader, and Amphenol Corporation (NYSE: APH), a leading global provider of high-technology interconnect, antenna and sensor solutions,
today announced that they have entered into an agreement under which ITW will acquire MTS Systems Corporation’s (Nasdaq:
MTSC) Test & Simulation business, following the closing of Amphenol’s acquisition of MTS.
“MTS’s
Test & Simulation business is highly complementary to our existing Test & Measurement and Electronics business and positions
us in new and attractive industry verticals,” said E. Scott Santi, ITW’s Chairman and CEO. “This acquisition
continues our strategy of driving solid growth and best-in-class returns in businesses where highly innovative, customer-focused
solutions are required. We look forward to welcoming the MTS Test & Simulation team to ITW.”
R.
Adam Norwitt, Amphenol’s President and CEO, said, “After reviewing the MTS Test & Simulation business and evaluating
a range of options to ensure its future success while maximizing value for Amphenol shareholders, we determined that selling it
to ITW, with ITW’s complementary capabilities and strategic focus, is the best outcome for all parties. We look forward
to completing the acquisition of MTS in the coming months, welcoming the talented MTS Sensors team to the Amphenol organization,
and completing the sale of MTS’s Test & Simulation business to ITW.”
Amphenol’s
acquisition of MTS is expected to close by the middle of 2021, subject to certain regulatory approvals, approval from MTS’s
shareholders and other customary closing conditions. ITW’s acquisition of the MTS Test & Simulation business from Amphenol
is expected to close following the closing of Amphenol’s MTS acquisition, subject to certain regulatory approvals and other
customary closing conditions. Terms of the transaction were not disclosed.
Financial
Advisors
Centerview
Partners LLC is serving as Amphenol’s financial advisor for the transaction. Goldman Sachs & Co. LLC is serving as ITW’s
financial advisor for the transaction.
About
Illinois Tool Works
ITW
is a Fortune 200 global multi-industrial manufacturing leader with revenues totaling $14.1 billion in 2019. The company’s
seven industry-leading segments leverage the unique ITW Business Model to drive solid growth with best-in-class margins and returns
in markets where highly innovative, customer-focused solutions are required. ITW’s approximately 45,000 dedicated colleagues
around the world thrive in the company’s decentralized and entrepreneurial culture. www.itw.com.
About
Amphenol
Amphenol
Corporation is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic
connectors and interconnect systems, antennas, sensors and sensor-based products and coaxial and high-speed specialty cable. Amphenol
designs, manufactures and assembles its products at facilities in the Americas, Europe, Asia, Australia and Africa and sells its
products through its own global sales force, independent representatives and a global network of electronics distributors. Amphenol
has a diversified presence as a leader in high-growth areas of the interconnect market including: Automotive, Broadband Communications,
Commercial Aerospace, Industrial, Information Technology and Data Communications, Military, Mobile Devices and Mobile Networks.
Forward-Looking
Statements
This
press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements may contain words
and terms such as: “anticipate,” “could,” “believe,” “continue,” “expect,”
“estimate,” “forecast,” “ongoing,” “project,” “seek,” “predict,”
“target,” “will,” “intend,” “plan,” “look ahead,” “optimistic,”
“potential,” “guidance,” “may,” “should,” or “would” and other words
and terms of similar meaning. These statements are only predictions, and such forward-looking statements are based on current
expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and
could cause actual outcomes and results to differ materially from current expectations. No forward-looking statement can be guaranteed.
Risks and uncertainties include, but are not limited to: (i) the risk that the proposed merger between Amphenol and MTS, or the
proposed subsequent sale of the MTS Test & Simulation business to ITW, may not be completed in a timely manner or at all,
and (ii) unanticipated difficulties or expenditures relating to the proposed transaction, the response of business partners and
competitors to the announcement of the proposed transaction, potential disruptions to current plans and operations and/or potential
difficulties in employee retention as a result of the announcement and pendency of the proposed transaction. The foregoing list
of risk factors is not exhaustive. Forward-looking statements in this press release should be evaluated together with the many
uncertainties that affect Amphenol’s and ITW’s respective businesses, particularly those identified in the risk factor
discussion in Amphenol’s Annual Report on Form 10-K for the year ended December 31, 2019, and its subsequent Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K and in ITW’s most recent Annual Report on Form 10-K for the year ended December
31, 2019 and its subsequent Quarterly Reports filed on Form 10-Q with the SEC, as well as other documents that may be filed by
Amphenol and/or ITW from time to time with the SEC. Neither Amphenol nor ITW undertakes any obligation to publicly update any
forward-looking statement, whether as a result of new information, future events or otherwise. The forward-looking statements
made in this communication relate only to events as of the date on which the statements are made.
Contacts:
Illinois
Tool Works
Trisha
Knych
Media
Contact
224-661-7566
mediarelations@itw.com
Illinois
Tool Works
Karen
Fletcher
Investor
Relations
224-661-7433
investorrelations@itw.com
Amphenol
Sherri
Scribner
Vice
President, Strategy and Investor Relations
203-265-8820
IR@amphenol.com
Employee
FAQs
The
below FAQs address questions from team members.
1.
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What
was announced today?
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●
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Illinois
Tool Works (ITW) (NYSE: ITW) will acquire MTS’s Test and Simulation business from Amphenol.
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Amphenol
has informed us that the ITW/Amphenol transaction is expected to close following the closing of Amphenol’s acquisition
of MTS, subject to certain regulatory approvals, closing of the Amphenol/MTS merger and other closing conditions.
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2.
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Why
did ITW agree to purchase Test & Simulation?
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ITW
recognizes the unique capabilities and talent pool within Test & Simulation and believes that MTS products, customer relationships,
innovation and culture provide substantial additive value to the ITW Test and Measurement Electronics Segment.
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3.
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Why
is Amphenol selling the Test and Simulation business to ITW?
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●
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The
decision was made by Amphenol leadership pursuant to its acquisition strategy for maximizing shareholder value while best
positioning Test and Simulation for future success. Amphenol has assured us that its deal with ITW will not delay Amphenol’s
acquisition of MTS.
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4.
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Who
is ITW and what do they do?
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ITW
is one of the world’s leading diversified manufacturers of specialized industrial equipment, consumables, and related
service businesses, with operations divided into seven segments: Automotive OEM, Food Equipment, Test & Measurement and
Electronics, Welding, Polymers & Fluids, Construction Products, and Specialty Products.
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ITW
is headquartered in Glenview, Illinois, was founded in 1912 and employs roughly 45,000 men and women across hundreds of businesses
operating in 53 countries. For 2019, ITW reported revenues of $14.1 billion.
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5.
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How
will MTS Test and Simulation be integrated into ITW?
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●
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MTS
Test and Simulation will become part of ITW’s Test & Measurement and Electronics Segment. Included within this segment
are several test and measurement brands, including Instron, Buehler, Avery Weigh-Tronix, Brooks Instrument, Wilson, Magnaflux,
and Loma Systems.
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6.
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Tell
me about ITW’s Business Model
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Businesses
within ITW operate largely independently while sharing ITW’s proprietary business model. This business model emphasizes
customer-back innovation; a decentralized, entrepreneurial culture; and an 80/20 front-to-back process.
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7.
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What
are the next steps?
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●
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Before
the respective transactions can be finalized, MTS will need to obtain shareholder approval and certain regulatory approvals
and meet other customary closing conditions, and Amphenol and ITW will need to obtain certain regulatory approvals and meet
other closing conditions. In the interim, it will be “business as usual” for MTS.
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8.
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What
will be the future relationship between MTS’s two current business units?
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●
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Assuming
the two transactions close, MTS’s two business units will be separated, with Sensors owned and operated by Amphenol
and Test and Simulation owned and operated by ITW.
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9.
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Will
Test and Simulation retain the MTS brand?
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●
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Test
and Simulation will retain the MTS brand in addition to its E2M, R&D, and SANS brands.
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10.
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How
will MTS “corporate” employees be affected?
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●
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Because
Test and Simulation is not currently structured as a stand-alone entity, we will evaluate which corporate functions will be
required to continue supporting the Test and Simulation business after closing. MTS will remain committed to delivering exceptional
customer service through the highest quality and most innovative Test & Measurement solutions.
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11.
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Will
this change who I report to?
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Currently,
there are no changes of organization or reporting structure resulting from ITW’s proposed acquisition. Please continue
to focus on your job and your customers. We will keep you informed well in advance of any anticipated changes.
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12.
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How
will the acquisition affect my job and day-to-day role?
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Business
continues as usual, and your roles, responsibilities and commitment to our customers remain the same.
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13.
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Will
my compensation, health benefits, PTO, or retirement benefits be impacted as a result of the combination? Will MTS employees
receive ITW benefits and participate in other compensation programs?
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●
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We
will continue business as usual while the parties work toward formally closing the deal. When ITW’s integration plans
become better known, we will assess any changes or merging of benefit plans. We will communicate any changes well in advance.
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14.
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Will
I have to move to an ITW location?
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●
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Our
plans right now are to continue to operate the business as it is currently structured.
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15.
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What
is the impact to my MTS stockholdings?
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●
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There
is no impact to MTS shareholders beyond what was previously communicated as part of our acquisition by Amphenol. Please refer
to previous communications for further details.
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Additional
Information Regarding the Merger and Where to Find It
This
communication does not constitute an offer to sell or the solicitation of an offer to buy the securities of MTS Systems Corporation
(the “Company”) or the solicitation of any vote or approval. This communication relates to the proposed merger
involving the Company, Amphenol Corporation (“Parent”) and Moon Merger Sub Corporation (“Sub”),
whereby the Company will become a wholly owned subsidiary of Parent (the “proposed merger”). The proposed merger
will be submitted to the shareholders of the Company for their consideration at a special meeting of the shareholders. In connection
therewith, the Company intends to file relevant materials with the U.S. Securities and Exchange Commission (the “SEC”),
including a definitive proxy statement on Schedule 14A (the “definitive proxy statement”) which will be mailed
or otherwise disseminated to the Company’s shareholders when it becomes available. The Company may also file other relevant
documents with the SEC regarding the proposed merger. SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Shareholders may obtain free copies of the definitive proxy statement,
any amendments or supplements thereto and other documents containing important information about the Company, once such documents
are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Free copies of the definitive proxy statement
and any other documents filed with the SEC can also be obtained on the Company’s website at https://www.mts.com/ or by contacting
the Company’s Investor Relations Department at IRRequest@mts.com.
Certain
Information Regarding Participants in the Solicitation
The
Company and certain of its directors, executive officers and employees may, under the rules of the SEC, be deemed to be participants
in the solicitation of proxies in connection with the proposed merger. Information regarding the Company’s directors and
executive officers is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended October 3, 2020, filed
with the SEC on December 15, 2020, its definitive proxy statement on Schedule 14A for the 2020 annual meeting of shareholders,
filed with the SEC on December 30, 2019, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date
of such definitive proxy statement, and in subsequent documents filed with the SEC. Additional information regarding the participants
in the proxy solicitation and a description of their direct or indirect interests, by security holdings or otherwise, will be
included in the definitive proxy statement and other relevant documents filed with the SEC regarding the proposed merger, if and
when they become available. Free copies of these materials may be obtained as described in the preceding paragraph.
Cautionary
Statement Regarding Forward-Looking Statements
This
communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on current expectations of future
events and may include words such as “anticipate,” “believe,” “estimate,” “expect,”
“intend,” “may,” “plan,” “should,” “will” and “would.”
If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially
from the expectations of the Company. Risks and uncertainties include, but are not limited to: (i) the risk that the proposed
merger may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price
of its common stock, (ii) the failure to satisfy the conditions to the consummation of the proposed merger, including the adoption
of the merger agreement (the “Merger Agreement”) by the shareholders of the Company, and the receipt of certain
governmental and regulatory approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to
the termination of the Merger Agreement, (iv) the effect of the announcement or pendency of the proposed merger and/or the proposed
transaction between Parent and Illinois Tool Works Inc. (“ITW”) on the Company’s business relationships,
operating results and business generally, (v) the risk that the proposed merger disrupts the Company’s current plans and
operations and potential difficulties in the Company’s employee retention as a result of the proposed merger and/or the
proposed transaction between Parent and ITW and (vi) the outcome of any legal proceedings that may be instituted against the Company,
Parent or Sub related to the Merger Agreement or the proposed merger. The foregoing list of risk factors is not exhaustive. Readers
are advised to carefully consider the foregoing risk factors and the other risks and uncertainties that affect the businesses
of the Company described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal
year ended October 3, 2020, filed with the SEC on December 15, 2020, and other reports and documents filed from time to time with
the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results
to differ materially from those contained in the forward-looking statements. Copies of these filings are available online at https://www.mts.com/.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether
as a result of new information, future events or otherwise. The Company does not give any assurance that it will achieve its expectations.
Customer
Letter
Dear
Valued Customer,
I
am writing to inform you of an exciting development at our company. As you know, in early December MTS announced it would be acquired
by Amphenol, a leading designer, manufacturer and market of electrical, electronic and fiber optic connectors and interconnect
systems. Since the acquisition, Amphenol has been conducting a strategic review process to determine how to best position MTS’s
Test & Simulation business for continued success.
Today,
I am pleased to share that Illinois Tool Works Inc. (ITW), a global multi-industrial manufacturing leader, has entered into an
agreement under which ITW will acquire MTS’s Test & Simulation business following the closing of Amphenol’s acquisition
of MTS.
This
is great news for our employees, vendors, and you, our valued customer, as the Test & Simulation business complements ITW’s
Test & Measurement and Electronics business. These complementary capabilities will enable MTS’s Test & Simulation
business to continue growing and serving you with the high-quality service you are accustomed to.
We
deeply value your partnership and want to emphasize that we do not foresee any changes to your current customer relationship or
level of service with us.
If
you have any questions, please reach out to your MTS representative. Once again, we greatly appreciate your partnership as we
begin our next chapter.
Sincerely,
Additional
Information Regarding the Merger and Where to Find It
This
communication does not constitute an offer to sell or the solicitation of an offer to buy the securities of MTS Systems Corporation
(the “Company”) or the solicitation of any vote or approval. This communication relates to the proposed merger
involving the Company, Amphenol Corporation (“Parent”) and Moon Merger Sub Corporation (“Sub”),
whereby the Company will become a wholly owned subsidiary of Parent (the “proposed merger”). The proposed merger
will be submitted to the shareholders of the Company for their consideration at a special meeting of the shareholders. In connection
therewith, the Company intends to file relevant materials with the U.S. Securities and Exchange Commission (the “SEC”),
including a definitive proxy statement on Schedule 14A (the “definitive proxy statement”) which will be mailed
or otherwise disseminated to the Company’s shareholders when it becomes available. The Company may also file other relevant
documents with the SEC regarding the proposed merger. SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Shareholders may obtain free copies of the definitive proxy statement,
any amendments or supplements thereto and other documents containing important information about the Company, once such documents
are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Free copies of the definitive proxy statement
and any other documents filed with the SEC can also be obtained on the Company’s website at https://www.mts.com/ or by contacting
the Company’s Investor Relations Department at IRRequest@mts.com.
Certain
Information Regarding Participants in the Solicitation
The
Company and certain of its directors, executive officers and employees may, under the rules of the SEC, be deemed to be participants
in the solicitation of proxies in connection with the proposed merger. Information regarding the Company’s directors and
executive officers is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended October 3, 2020, filed
with the SEC on December 15, 2020, its definitive proxy statement on Schedule 14A for the 2020 annual meeting of shareholders,
filed with the SEC on December 30, 2019, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date
of such definitive proxy statement, and in subsequent documents filed with the SEC. Additional information regarding the participants
in the proxy solicitation and a description of their direct or indirect interests, by security holdings or otherwise, will be
included in the definitive proxy statement and other relevant documents filed with the SEC regarding the proposed merger, if and
when they become available. Free copies of these materials may be obtained as described in the preceding paragraph.
Cautionary
Statement Regarding Forward-Looking Statements
This
communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on current expectations of future
events and may include words such as “anticipate,” “believe,” “estimate,” “expect,”
“intend,” “may,” “plan,” “should,” “will” and “would.”
If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially
from the expectations of the Company. Risks and uncertainties include, but are not limited to: (i) the risk that the proposed
merger may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price
of its common stock, (ii) the failure to satisfy the conditions to the consummation of the proposed merger, including the adoption
of the merger agreement (the “Merger Agreement”) by the shareholders of the Company, and the receipt of certain
governmental and regulatory approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to
the termination of the Merger Agreement, (iv) the effect of the announcement or pendency of the proposed merger and/or the proposed
transaction between Parent and Illinois Tool Works Inc. (“ITW”) on the Company’s business relationships,
operating results and business generally, (v) the risk that the proposed merger disrupts the Company’s current plans and
operations and potential difficulties in the Company’s employee retention as a result of the proposed merger and/or the
proposed transaction between Parent and ITW and (vi) the outcome of any legal proceedings that may be instituted against the Company,
Parent or Sub related to the Merger Agreement or the proposed merger. The foregoing list of risk factors is not exhaustive. Readers
are advised to carefully consider the foregoing risk factors and the other risks and uncertainties that affect the businesses
of the Company described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal
year ended October 3, 2020, filed with the SEC on December 15, 2020, and other reports and documents filed from time to time with
the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results
to differ materially from those contained in the forward-looking statements. Copies of these filings are available online at https://www.mts.com/.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether
as a result of new information, future events or otherwise. The Company does not give any assurance that it will achieve its expectations.
Vendor
Letter
Dear
[Name],
As
you are one of MTS’s valued partners, I am writing to inform you of an exciting development at our company.
As
you know, in early December MTS announced it would be acquired by Amphenol, a leading designer and manufacturer of electrical,
electronic and fiber optic connectors and interconnect systems. Since the acquisition, Amphenol has been conducting a strategic
review process to determine how to best position MTS’s Test & Simulation business for continued success.
Today,
I am pleased to share that Illinois Tool Works Inc. (ITW), a global multi-industrial manufacturing leader, has entered into an
agreement under which ITW will acquire MTS’s Test & Simulation business, following the closing of Amphenol’s acquisition
of MTS.
This
is great news for all of our stakeholders, as the Test & Simulation business complements ITW’s Test & Measurement
and Electronics business.
We
do not anticipate near-term changes to our relationship with you because of this news. If we expect any changes in the future,
we will communicate with you well in advance.
If
you have any questions, please reach out to your current point of contact at MTS. We greatly appreciate your partnership as we
begin our next chapter. We look forward to speaking with you soon.
Sincerely,
Additional
Information Regarding the Merger and Where to Find It
This
communication does not constitute an offer to sell or the solicitation of an offer to buy the securities of MTS Systems Corporation
(the “Company”) or the solicitation of any vote or approval. This communication relates to the proposed merger
involving the Company, Amphenol Corporation (“Parent”) and Moon Merger Sub Corporation (“Sub”),
whereby the Company will become a wholly owned subsidiary of Parent (the “proposed merger”). The proposed merger
will be submitted to the shareholders of the Company for their consideration at a special meeting of the shareholders. In connection
therewith, the Company intends to file relevant materials with the U.S. Securities and Exchange Commission (the “SEC”),
including a definitive proxy statement on Schedule 14A (the “definitive proxy statement”) which will be mailed
or otherwise disseminated to the Company’s shareholders when it becomes available. The Company may also file other relevant
documents with the SEC regarding the proposed merger. SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Shareholders may obtain free copies of the definitive proxy statement,
any amendments or supplements thereto and other documents containing important information about the Company, once such documents
are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Free copies of the definitive proxy statement
and any other documents filed with the SEC can also be obtained on the Company’s website at https://www.mts.com/ or by contacting
the Company’s Investor Relations Department at IRRequest@mts.com.
Certain
Information Regarding Participants in the Solicitation
The
Company and certain of its directors, executive officers and employees may, under the rules of the SEC, be deemed to be participants
in the solicitation of proxies in connection with the proposed merger. Information regarding the Company’s directors and
executive officers is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended October 3, 2020, filed
with the SEC on December 15, 2020, its definitive proxy statement on Schedule 14A for the 2020 annual meeting of shareholders,
filed with the SEC on December 30, 2019, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date
of such definitive proxy statement, and in subsequent documents filed with the SEC. Additional information regarding the participants
in the proxy solicitation and a description of their direct or indirect interests, by security holdings or otherwise, will be
included in the definitive proxy statement and other relevant documents filed with the SEC regarding the proposed merger, if and
when they become available. Free copies of these materials may be obtained as described in the preceding paragraph.
Cautionary
Statement Regarding Forward-Looking Statements
This
communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on current expectations of future
events and may include words such as “anticipate,” “believe,” “estimate,” “expect,”
“intend,” “may,” “plan,” “should,” “will” and “would.”
If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially
from the expectations of the Company. Risks and uncertainties include, but are not limited to: (i) the risk that the proposed
merger may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price
of its common stock, (ii) the failure to satisfy the conditions to the consummation of the proposed merger, including the adoption
of the merger agreement (the “Merger Agreement”) by the shareholders of the Company, and the receipt of certain
governmental and regulatory approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to
the termination of the Merger Agreement, (iv) the effect of the announcement or pendency of the proposed merger and/or the proposed
transaction between Parent and Illinois Tool Works Inc. (“ITW”) on the Company’s business relationships,
operating results and business generally, (v) the risk that the proposed merger disrupts the Company’s current plans and
operations and potential difficulties in the Company’s employee retention as a result of the proposed merger and/or the
proposed transaction between Parent and ITW and (vi) the outcome of any legal proceedings that may be instituted against the Company,
Parent or Sub related to the Merger Agreement or the proposed merger. The foregoing list of risk factors is not exhaustive. Readers
are advised to carefully consider the foregoing risk factors and the other risks and uncertainties that affect the businesses
of the Company described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal
year ended October 3, 2020, filed with the SEC on December 15, 2020, and other reports and documents filed from time to time with
the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results
to differ materially from those contained in the forward-looking statements. Copies of these filings are available online at https://www.mts.com/.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether
as a result of new information, future events or otherwise. The Company does not give any assurance that it will achieve its expectations.
Communications
Guide
Introduction
As
you know, it was recently announced that MTS Test & Simulation would be acquired by ITW following the closing of Amphenol’s
acquisition of MTS. Use this toolkit to help you address team member questions about the transaction and what it may mean for
them.
Specifically,
this toolkit will help you:
|
●
|
Communicate
consistently about the deal with your teams via aligned messaging
|
|
●
|
Ensure
employees are well-informed through face-to-face conversations
|
|
●
|
Understand
where to go for assistance and support for matters related to the transaction
|
|
●
|
Keep
your team members focused on our mission
|
Key
Talking Points
|
●
|
ITW
will acquire MTS’s Test & Simulation business, following the closing of Amphenol’s acquisition of MTS.
|
|
|
|
|
●
|
MTS’s
Test & Simulation business is highly complementary to ITW’s existing Test & Measurement and Electronics business.
|
|
|
|
|
●
|
MTS
Test & Simulation will remain a standalone business within ITW’s Test & Measurement and Electronics segment.
|
|
|
|
|
●
|
In
a single stroke, the transaction eliminates the uncertainty that our business was likely to experience during a more prolonged
strategic review by Amphenol and enables Test and Simulation to become part of a superb large public company with deep roots
and a track record of success in our core business.
|
|
|
|
|
●
|
At
this time, there are no changes in organization or reporting structure resulting from ITW’s proposed acquisition. Please
continue to focus on your job and your customers. We will keep you informed well in advance of any anticipated changes.
|
|
|
|
|
●
|
Amphenol
has informed us that it also expects the Amphenol/ITW deal to close following the closing of Amphenol’s acquisition
of MTS, subject to certain regulatory approvals, closing of the Amphenol/MTS merger and other closing conditions.
|
Frequently
Asked Questions (FAQs)
1.
|
What
was announced today?
|
|
●
|
Illinois
Tool Works (ITW) (NYSE: ITW) will acquire MTS’s Test and Simulation business from Amphenol.
|
|
|
Amphenol
has informed us that the ITW/Amphenol transaction is expected to close following the closing of Amphenol’s acquisition
of MTS, subject to certain regulatory approvals, closing of the Amphenol/MTS merger and other closing conditions.
|
|
|
|
2.
|
Why
did ITW agree to purchase Test & Simulation?
|
|
●
|
ITW
recognizes the unique capabilities and talent pool within Test & Simulation and believes that MTS products, customer relationships,
innovation and culture provide substantial additive value to the ITW Test and Measurement Electronics Segment.
|
3.
|
Why
is Amphenol selling the Test and Simulation business to ITW?
|
|
●
|
The
decision was made by Amphenol leadership pursuant to its acquisition strategy for maximizing shareholder value while best
positioning Test and Simulation for future success. Amphenol has assured us that its deal with ITW will not delay Amphenol’s
acquisition of MTS.
|
|
|
|
4.
|
Who
is ITW and what do they do?
|
|
●
|
ITW
is one of the world’s leading diversified manufacturers of specialized industrial equipment, consumables, and related
service businesses, with operations divided into seven segments: Automotive OEM, Food Equipment, Test & Measurement and
Electronics, Welding, Polymers & Fluids, Construction Products, and Specialty Products.
|
|
●
|
ITW
is headquartered in Glenview, Illinois, was founded in 1912 and employs roughly 45,000 men and women across hundreds of businesses
operating in 53 countries. For 2019, ITW reported revenues of $14.1 billion.
|
|
|
|
5.
|
How
will MTS Test and Simulation be integrated into ITW?
|
|
●
|
MTS
Test and Simulation will become part of ITW’s Test & Measurement and Electronics Segment. Included within this segment
are several test and measurement brands, including Instron, Buehler, Avery Weigh-Tronix, Brooks Instrument, Wilson, Magnaflux,
and Loma Systems.
|
|
|
|
6.
|
Tell
me about ITW’s Business Model
|
|
●
|
Businesses
within ITW operate largely independently while sharing ITW’s proprietary business model. This business model emphasizes
customer-back innovation; a decentralized, entrepreneurial culture; and an 80/20 front-to-back process.
|
|
|
|
7.
|
What
are the next steps?
|
|
●
|
Before
the respective transactions can be finalized, MTS will need to obtain shareholder approval and certain regulatory approvals
and meet other customary closing conditions, and Amphenol and ITW will need to obtain certain regulatory approvals and meet
other closing conditions. In the interim, it will be “business as usual” for MTS.
|
|
|
|
8.
|
What
will be the future relationship between MTS’s two current business units?
|
|
●
|
Assuming
the two transactions close, MTS’s two business units will be separated, with Sensors owned and operated by Amphenol
and Test and Simulation owned and operated by ITW.
|
|
|
|
9.
|
Will Test and Simulation retain the MTS brand?
|
|
●
|
Test
and Simulation will retain the MTS brand in addition to its E2M, R&D, and SANS brands.
|
|
|
|
10.
|
How
will MTS “corporate” employees be affected?
|
|
●
|
Because
Test and Simulation is not currently structured as a stand-alone entity, we will evaluate which corporate functions will be
required to continue supporting the Test and Simulation business after closing. MTS will remain committed to delivering exceptional
customer service through the highest quality and most innovative Test & Measurement solutions.
|
|
|
|
11.
|
Will
this change who I report to?
|
|
●
|
Currently,
there are no changes of organization or reporting structure resulting from ITW’s proposed acquisition. Please continue
to focus on your job and your customers. We will keep you informed well in advance of any anticipated changes.
|
|
|
|
12.
|
How
will the acquisition affect my job and day-to-day role?
|
|
●
|
Business
continues as usual, and your roles, responsibilities and commitment to our customers remain the same.
|
13.
|
Will
my compensation, health benefits, PTO, or retirement benefits be impacted as a result of the combination? Will MTS employees
receive ITW benefits and participate in other compensation programs?
|
|
●
|
We
will continue business as usual while the parties work toward formally closing the deal. When ITW’s integration plans
become better known, we will assess any changes or merging of benefit plans. We will communicate any changes well in advance.
|
|
|
|
14.
|
Will
I have to move to an ITW location?
|
|
●
|
Our
plans right now are to continue to operate the business as it is currently structured.
|
|
|
|
15.
|
What
is the impact to my MTS stockholdings?
|
|
●
|
There
is no impact to MTS shareholders beyond what was previously communicated as part of our acquisition by Amphenol. Please refer
to previous communications for further details.
|
Additional
Information Regarding the Merger and Where to Find It
This
communication does not constitute an offer to sell or the solicitation of an offer to buy the securities of MTS Systems Corporation
(the “Company”) or the solicitation of any vote or approval. This communication relates to the proposed merger
involving the Company, Amphenol Corporation (“Parent”) and Moon Merger Sub Corporation (“Sub”),
whereby the Company will become a wholly owned subsidiary of Parent (the “proposed merger”). The proposed merger
will be submitted to the shareholders of the Company for their consideration at a special meeting of the shareholders. In connection
therewith, the Company intends to file relevant materials with the U.S. Securities and Exchange Commission (the “SEC”),
including a definitive proxy statement on Schedule 14A (the “definitive proxy statement”) which will be mailed
or otherwise disseminated to the Company’s shareholders when it becomes available. The Company may also file other relevant
documents with the SEC regarding the proposed merger. SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Shareholders may obtain free copies of the definitive proxy statement,
any amendments or supplements thereto and other documents containing important information about the Company, once such documents
are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Free copies of the definitive proxy statement
and any other documents filed with the SEC can also be obtained on the Company’s website at https://www.mts.com/ or by contacting
the Company’s Investor Relations Department at IRRequest@mts.com.
Certain
Information Regarding Participants in the Solicitation
The
Company and certain of its directors, executive officers and employees may, under the rules of the SEC, be deemed to be participants
in the solicitation of proxies in connection with the proposed merger. Information regarding the Company’s directors and
executive officers is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended October 3, 2020, filed
with the SEC on December 15, 2020, its definitive proxy statement on Schedule 14A for the 2020 annual meeting of shareholders,
filed with the SEC on December 30, 2019, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date
of such definitive proxy statement, and in subsequent documents filed with the SEC. Additional information regarding the participants
in the proxy solicitation and a description of their direct or indirect interests, by security holdings or otherwise, will be
included in the definitive proxy statement and other relevant documents filed with the SEC regarding the proposed merger, if and
when they become available. Free copies of these materials may be obtained as described in the preceding paragraph.
Cautionary
Statement Regarding Forward-Looking Statements
This
communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on current expectations of future
events and may include words such as “anticipate,” “believe,” “estimate,” “expect,”
“intend,” “may,” “plan,” “should,” “will” and “would.”
If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially
from the expectations of the Company. Risks and uncertainties include, but are not limited to: (i) the risk that the proposed
merger may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price
of its common stock, (ii) the failure to satisfy the conditions to the consummation of the proposed merger, including the adoption
of the merger agreement (the “Merger Agreement”) by the shareholders of the Company, and the receipt of certain
governmental and regulatory approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to
the termination of the Merger Agreement, (iv) the effect of the announcement or pendency of the proposed merger and/or the proposed
transaction between Parent and Illinois Tool Works Inc. (“ITW”) on the Company’s business relationships,
operating results and business generally, (v) the risk that the proposed merger disrupts the Company’s current plans and
operations and potential difficulties in the Company’s employee retention as a result of the proposed merger and/or the
proposed transaction between Parent and ITW and (vi) the outcome of any legal proceedings that may be instituted against the Company,
Parent or Sub related to the Merger Agreement or the proposed merger. The foregoing list of risk factors is not exhaustive. Readers
are advised to carefully consider the foregoing risk factors and the other risks and uncertainties that affect the businesses
of the Company described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal
year ended October 3, 2020, filed with the SEC on December 15, 2020, and other reports and documents filed from time to time with
the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results
to differ materially from those contained in the forward-looking statements. Copies of these filings are available online at https://www.mts.com/.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether
as a result of new information, future events or otherwise. The Company does not give any assurance that it will achieve its expectations.
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