Ultralife has agreed to be acquired by EnerSys in an all-cash transaction valued at $16 per share. The deal is structured as a tender offer followed by a merger, which would make Ultralife a wholly owned EnerSys subsidiary without a separate Ultralife shareholder vote if the tender offer succeeds.
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Cash offer: EnerSys’ subsidiary will offer $16 for each outstanding Ultralife share, payable in cash, without interest and subject to required tax withholding. Ultralife shareholders who do not tender their shares would generally receive the same amount when the merger is completed.
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Timing: EnerSys’ subsidiary is to launch the offer as promptly as practicable and no later than 10 business days after the agreement was signed on October 27, 2026. The offer is initially scheduled to expire 25 business days after launch. It may be extended, including in increments of up to 10 business days if conditions remain unmet, subject to the agreement’s outside date.
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Conditions to closing: The offer requires valid tenders of more than 50% of Ultralife’s outstanding shares, counting shares already held by EnerSys and its affiliates. It also depends on required antitrust and other regulatory clearances, including U.S. antitrust waiting-period clearance and U.K. national-security clearance, and on other customary conditions relating to Ultralife’s representations, agreement compliance and the absence of a continuing material adverse effect.
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No financing condition: EnerSys’ obligation to complete the offer is not conditional on obtaining financing.
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Treatment of employee equity: Ultralife options with exercise prices below $16 will vest fully and be canceled for a cash payment based on the difference between $16 and the option’s exercise price. Options with exercise prices of $16 or more will be canceled for no payment. All restricted stock, whether vested or unvested, will vest fully and be converted into cash at $16 per share. Payments for options and restricted stock are due within 30 business days after the merger takes effect. No Ultralife equity awards will be replaced with EnerSys awards.
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Exceptions: Ultralife shares held by the company or by EnerSys and its subsidiaries will not receive the merger payment. Shareholders who properly pursue appraisal rights may instead seek a court-determined value, subject to the applicable requirements.
What changes: If the offer and merger are completed, Ultralife will cease to be an independent public company and become a wholly owned subsidiary of EnerSys. The agreement calls for the parties to seek required regulatory approvals, but EnerSys is not required to accept divestitures or other remedies as a condition of obtaining them.