EnerSys to acquire Ultralife Corporation

EnerSys agreed on October 27, 2026 to acquire Ultralife Corporation. It signed an Agreement and Plan of Merger with Ultralife and EnerSys Mergersub Inc., a wholly owned EnerSys subsidiary. EnerSys said in a press release the same day that the agreement had been executed. The structure has two steps: a tender offer for all outstanding Ultralife common stock at $16.00 per share in cash, without interest and subject to tax withholding, followed by a merger of the subsidiary into Ultralife. The filing gives only the per-share price and no aggregate deal value.

Certain Ultralife stockholders signed a tender and support agreement alongside the merger agreement. The signatories are Bradford T. Whitmore, SUNRAY I, LLC, Whitmore Holdings, LLC and the Bradford Whitmore Trust, and together they beneficially owned about 40.3% of the outstanding shares. They agreed to tender within 10 business days after the offer begins and to vote against competing proposals. The filing states that these shares alone do not satisfy the minimum condition, which requires at least one share more than 50% of the outstanding shares. The offer also depends on Hart-Scott-Rodino expiration or termination and clearance under the UK National Security and Investment Act 2021. It has no financing condition.

Under the merger agreement, in-the-money Ultralife options vest and are cashed out at the offer price less the exercise price, and out-of-the-money options are canceled for no consideration. Restricted stock vests and converts to cash at the offer price. No equity award is assumed or substituted with EnerSys stock. At closing, EnerSys will repay all amounts outstanding under Ultralife's existing credit agreement. Ultralife also agreed to use reasonable best efforts to obtain, at EnerSys's election, either a waiver and consent from the other shareholders of its Indian joint venture or a sale of its interest in that venture. This is not a condition to the offer.

The merger subsidiary must start the offer within 10 business days of signing. The offer will initially expire 25 business days after commencement and can be extended in increments of up to 10 business days. After the offer closes, the merger will proceed under Section 251(h) of the Delaware General Corporation Law without a stockholder vote, and Ultralife will survive as a wholly owned EnerSys subsidiary. The outside date is April 27, 2027, with up to two 60-day extensions if only antitrust-related conditions remain open. Ultralife owes a $10,300,000 termination fee in specified circumstances, including a switch to a superior proposal. EnerSys owes a reverse termination fee of the same amount in specified circumstances, including termination at the outside date when only antitrust-related conditions remain unsatisfied, or a failure by EnerSys to close when all conditions have been met. EnerSys is not required to accept any divestiture or other remedy to obtain clearance.