Materion to be Acquired by Sunstone Capital for $3.6B

TL;DR

Materion going private in $3.6B deal at $65/share cash.

AI Summary

Materion Corporation announced on March 28, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of Sunstone Capital LLC. The transaction is valued at approximately $3.6 billion, with shareholders to receive $65.00 per share in cash. The acquisition is expected to close in the second half of 2024, subject to customary closing conditions.

Why It Matters

This acquisition represents a significant change in ownership for Materion, potentially impacting its strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — The deal is subject to closing conditions and regulatory approvals, which could delay or prevent its completion.

Key Numbers

• $3.6B — Transaction Value (Total value of the acquisition agreement.)
• $65.00 — Per Share Price (Cash price shareholders will receive for each share.)

Key Players & Entities

• Materion Corporation (company) — Acquired company
• Sunstone Capital LLC (company) — Acquiring entity
• $3.6 billion (dollar_amount) — Total transaction value
• $65.00 (dollar_amount) — Per share acquisition price
• March 28, 2024 (date) — Announcement date
• second half of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $255 — e first quarter will be in the range of $255 to $265 million, or roughly 10 percent
• $265 m — quarter will be in the range of $255 to $265 million, or roughly 10 percent below expe

Filing Documents

• mtrn-20240328.htm (8-K) — 33KB
• 0001104657-24-000049.txt ( ) — 181KB
• mtrn-20240328.xsd (EX-101.SCH) — 2KB
• mtrn-20240328_def.xml (EX-101.DEF) — 14KB
• mtrn-20240328_lab.xml (EX-101.LAB) — 25KB
• mtrn-20240328_pre.xml (EX-101.PRE) — 15KB
• mtrn-20240328_htm.xml (XML) — 3KB

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. Materion Corporation (the "Company") is providing an update to its expected value-added sales for the first quarter ending March 29, 2024. Materion estimates that value-added sales for the first quarter will be in the range of $255 to $265 million, or roughly 10 percent below expectations contemplated in the published 2024 earnings guidance. The decrease is primarily due to lower shipments resulting from temporary operational challenges and, to a lesser extent, slower incoming order rates. Materion currently believes that the impact of the first quarter shortfall will be made up over the balance of 2024. Materion will continue to evaluate the situation and provide an update during the Company's first quarter earnings call that will be held in early May.

Forward-Looking Statements

Forward-Looking Statements Portions of this Current Report on Form 8-K that are not statements of historical or current facts, including the Company's estimated value-added sales, are forward-looking statements. The Company's actual future performance may materially differ from that contemplated by the forward-looking statements as a result of a variety of factors. These factors include: the finalization of the Company's financial statements for the quarter ending March 29, 2024; the global economy, including inflationary pressures, potential future recessionary conditions and the impact of tariffs and trade agreements; the impact of any U.S. Federal Government shutdowns or sequestrations; the condition of the markets which the Company serves, whether defined geographically or by segment; changes in product mix and the financial condition of customers; the Company's success in developing and introducing new products and new product ramp-up rates; the Company's success in passing through the costs of raw materials to customers or otherwise mitigating fluctuating prices for those materials, including the impact of fluctuating prices on inventory values; the Company's success in identifying acquisition candidates and in acquiring and integrating such businesses; the impact of the results of acquisitions on the Company's ability to fully achieve the strategic and financial objectives related to these acquisitions; the Company's success in implementing its strategic plans and the timely and successful start-up and completion of any capital projects; other financial and economic factors, including the cost and availability of raw materials (both base and precious metals), physical inventory valuations, metal consignment fees, tax rates, exchange rates, interest rates, pension costs and required cash contributions and other employee benefit costs, energy costs, regulatory compliance costs, the cost and availability of insurance, credit availability, and the impact of the

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Materion Corporation March 28, 2024 By: /s/ Shelly M. Chadwick Shelly M. Chadwick Vice President, Finance and Chief Financial Officer