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Entry into a Material Definitive

On November 7, 2015, Littelfuse, Inc., a Delaware corporation (Littelfuse or the Company), and TE Connectivity Ltd., a Swiss corporation (Seller), entered into a stock and asset purchase agreement (the Purchase Agreement), pursuant to which the Company has agreed to acquire Sellers circuit protection business (the CP Business), as further described below.

Transaction Overview

On the terms and conditions set forth in the Purchase Agreement, the Company has agreed to purchase the CP Business from Seller by acquiring certain entities and assets comprising the CP Business (the Transaction) for a purchase price of $350 million in cash, subject to certain adjustments after closing. In connection with the Transaction, the Company will also assume certain li abilities of the CP Business.

The completion of the Transaction is subject to certain customary closing conditions, including (i)expiration or termination of the waiting period (and any extensions thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other antitrust filings and approvals having been made and obtained, (ii) the receipt of certain required clearances, consents and approvals of specified governmental authorities having been obtained, and (iii) the absence of any order, judgment, injunction, law or other legal restraint prohibiting the consummation of the Transaction. Each partys obligation to consummate the Transaction is also subject to certain additional closing conditions, including the material accuracy of the other partys representations and warranties contained in the Purchase Agreement, the other partys compliance in all material respects with its covenants and agreements contained in the Purchase Agreement and the completion of certain planned restructuring actions that Seller has agreed to take prior to the closing.

The Purchase Agreement contains customary representations, warranties and covenants by each party that are subject, in some cases, to specified exceptions and qualifications contained in the Purchase Agreement. Among other things, Seller has agreed (i) to conduct the CP Business in the ordinary course consistent with past practice in all material respects between the execution of the Purchase Agreement and the closing of the Transaction, (ii) not to engage in certain transactions, such as equity issuances, incurrence of indebtedness or acquisitions, in each instance with respect to the CP Business and the assets to be transferred, between the execution of the Purchase Agreement and the closing of the Transaction, except with the written consent of the Company, and (iii) not to compete with the CP Business (subject to certain exceptions) for a period of three years after the closing date.

Each of the parties is required to...