Note to exhibit: The following exhibits/schedules are omitted. The Company will furnish supplementally a copy of any omitted exhibit/schedule to the SEC upon request. EXHIBITSAsset Purchase Agreement • April 5th, 2019 • Stoneridge Inc • Motor vehicle parts & accessories
This ASSET PURCHASE AGREEMENT (the “Agreement”) is made as of April 1, 2019, between STANDARD MOTOR PRODUCTS, INC., a New York corporation (“Buyer”), and STONERIDGE, INC., an Ohio corporation (“SRI”), and STONERIDGE CONTROL DEVICES, INC., a Massachusetts corporation (“SCD” and, together with SRI and SCD, each a “Seller” and collectively the “Sellers”). Capitalized terms not otherwise defined herein have the meanings set forth in Appendix A attached hereto.
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTSPro Forma Combined Financial Statements • April 5th, 2019 • Stoneridge Inc • Motor vehicle parts & accessories
On April 1, 2019, Stoneridge, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “APA”) by and among the Company, the Company’s wholly owned subsidiary, Stoneridge Control Devices, Inc. (“SCD”), and Standard Motor Products, Inc. (“SMP”). On the same day pursuant to the APA, in exchange for $40 million (subject to a post-closing inventory adjustment) and the assumption of certain liabilities the Company and SCD sold to SMP product lines and assets related to certain non-core switches and connectors (the “Non-Core Switch and Connector Products”). The products related to the Non-Core Switch & Connector Products are currently manufactured in Juarez, Mexico and Canton, Massachusetts, and include ball switches, ignition switches, rotary switches, courtesy lamps, toggle switches, headlamp switches and other related components.
