Ultralife Corporation filed a Form 8-K on October 28, 2026, disclosing that it entered into an Agreement and Plan of Merger with EnerSys on October 27, 2026, under which EnerSys would acquire all outstanding shares of Ultralife common stock for $16.00 per share in cash through a two-step tender offer and merger.

Key Highlights

  • Acquisition price: EnerSys agreed to acquire all outstanding shares of Ultralife common stock at $16.00 per share, net to the seller in cash, without interest and subject to any required withholding of taxes.
  • Two-step structure: The transaction consists of a tender offer by EnerSys Mergersub Inc., a wholly owned EnerSys subsidiary, followed by a merger of Merger Sub with and into Ultralife under Section 251(h) of the Delaware General Corporation Law.
  • Tender offer timeline: The tender offer is required to commence within 10 business days of the Merger Agreement date and will initially be scheduled to expire 25 business days after commencement.
  • Minimum condition: Consummation of the offer requires valid tender of shares representing at least one share more than 50% of shares issued and outstanding at the acceptance time.
  • Equity award treatment: In-the-money stock options will be accelerated, vested, and cancelled for a cash payment equal to the offer price minus the exercise price; out-of-the-money options will be cancelled for no consideration; restricted stock will be accelerated, vested, and converted to the right to receive $16.00 per share in cash.
  • No financing condition: According to the filing, consummation of the offer will not be subject to a financing condition.
  • Credit agreement repayment: At closing, Parent will repay, on behalf of Ultralife, all amounts outstanding under Ultralife's existing credit agreement.

EnerSys Merger Agreement: Key Terms of the Ultralife Acquisition

According to the filing, Ultralife Corporation (NASDAQ:ULBI) entered into the Merger Agreement on October 27, 2026, with EnerSys as the parent and EnerSys Mergersub Inc. as the merger subsidiary. Under the agreement, Merger Sub will commence a tender offer to purchase all outstanding shares of Ultralife common stock, par value $0.10 per share, at $16.00 per share in cash. Following the offer's consummation, the Merger will be effected without a stockholder meeting or vote, with Ultralife surviving as a wholly owned subsidiary of EnerSys.

The filing states that the offer is subject to several conditions, including the minimum tender condition requiring more than 50% of outstanding shares, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, clearance under the United Kingdom National Security and Investment Act 2021, the absence of any legal restraint prohibiting the transaction, accuracy of Ultralife's representations and warranties, Ultralife's compliance with its covenants, and the absence of a continuing Material Adverse Effect on Ultralife. Merger Sub may extend the offer in increments of up to 10 business days each if any offer condition remains unsatisfied, but is not required to extend beyond the Outside Date defined in the Merger Agreement.

The filing discloses that Ultralife is subject to customary restrictions on soliciting or engaging with third parties regarding alternative acquisition proposals, though prior to the acceptance time Ultralife may, under specified circumstances, engage with third parties regarding an unsolicited proposal. The filing also notes that Ultralife has agreed to use reasonable best efforts to obtain either a waiver and consent from the other shareholders of its Indian joint venture or the sale of Ultralife's interest in that joint venture, which is described as not a condition to the offer. Payments in respect of in-the-money options and restricted stock will be made no later than 30 business days after the effective time of the Merger.

What Was Disclosed

Ultralife Corporation disclosed the execution of an Agreement and Plan of Merger dated October 27, 2026, with EnerSys as parent and EnerSys Mergersub Inc. as merger subsidiary, providing for a $16.00 per share all-cash acquisition through a tender offer followed by a back-end merger under Delaware law.