APCT, Inc. entered into definitive agreement to acquire 68% stake in Advanced Circuits, Inc. from Compass Diversified (NYSE:CODI) for an enterprise value of approximately $220 million on January 10, 2023. Consideration is Subject to certain working capital and other adjustments and will be paid in cash. APCT, Inc. has a termination fee of $13.38 million. The Agreement also contains certain rights to terminate the agreement, including the right of either Purchaser or Advanced Circuits to terminate the Agreement after April 10, 2023, if the transactions contemplated by the Agreement have not been consummated by such date, subject to certain exceptions.

The board of directors of Compass Diversified has approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to and in the best interest of the Company and its stockholders, directed that this Agreement be submitted to the holders of the Series A common stock, par value $0.01 per share, of the Company and the Series B common stock, par value $0.01 per share, of the Company and, the Series B Common Stock or the Series A Common Stock, the for its adoption and recommended that the holders of Common Stock adopt this Agreement.

The board of directors of APCT, Inc. has unanimously approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to and in the best interest of Merger Sub and Purchaser, its sole stockholder, directed that this Agreement be submitted to Purchaser, its sole stockholder, for adoption and recommended that Purchaser, as the sole stockholder of Merger Sub, adopt this Agreement. The closing of this transaction is subject to customary terms and conditions, including regulatory approval and the expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Act. The sale is expected to close in the first quarter of 2023.

Brandon Howald, Benjamin Rogers, Kyle Higley, Scott Rolnik, Peter A. Alpert, Jonathan S. Klarfeld and F. Walton Dumas of Ropes & Gray LLP acted as legal advisors and Jefferies LLC acted as financial advisor to Compass Diversified. Luke Guerra, Nisha Kanchanapoomi, Shan A. Khan, Michael Saretsky, Jack Stratton and Evan Roberts of Kirkland & Ellis LLP acted as legal advisor to APCT, Inc. Brandon Howald of Ropes & Gray LLP acted as legal advisor to Advanced Circuits, Inc. Jefferies acted as financial advisor to Advanced Circuits.