UFPT Ufp Technologies Inc

Pursuant to the terms of a Stock Purchase Agreement, dated as of October 12, 2021 (the “Purchase Agreement”), by and among Christopher M. Byrnes, Francis E. Barrett and the Byrnes Family Income-Only Irrevocable Trust, under Trust dated December 31, 2018 (collectively, along with the named beneficiaries of the trust, the “Sellers”), UFP Technologies, Inc. (“UFP” or the “Company”) and Contech Medical, Inc., a Rhode Island corporation (“Contech”), UFP completed its acquisition all of the issued and outstanding shares of Contech.  Contech is a global leader in the design, development and manufacture of Class III medical device packaging primarily for catheters and guide wires.  Founded in 1987, Contech is headquartered in Providence, Rhode Island with partner manufacturing in Costa Rica.  

The Contech shares were acquired for an aggregate purchase price of $9.5 million in cash plus up to an additional $5 million based upon the achievement of certain EBITDA targets of Contech for the 12-month period ended June 30, 2022.  The aggregate estimated maximum purchase price is approximately 7 times the Contech target net income before interest, taxes, depreciation and amortization (adjusted EBITDA) for the 12-month period ended June 30, 2022. The Company defines Contech EBITDA, which is a non-GAAP financial measure, as adjusted net income plus net interest expense, income taxes, and depreciation and amortization expense.   A portion of the purchase price is being held in escrow to indemnify the Company against certain claims, losses and liabilities. 

The Purchase Agreement contains customary representations, warranties and covenants customary for transactions of this type.

On October 13, 2021 UFP issued a press release relating to the completion of the Company’s acquisition of Contech.  The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

By filing the information in this Item 8.01 of this Current Report on Form 8-K, UFP makes no admission as to the materiality of the acquisition of Contech or any information in this report. UFP undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

Limitation on Incorporation by Reference. The information furnished in this Item 8.01, including the press release attached hereto as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements.  Except for historical information contained in the press release attached as an exhibit hereto, the press release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements.  Please refer to the cautionary note in the press release regarding these forward-looking statements.