UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): ~~December 17~~February 23, ~~2020~~2021

MTS SYSTEMS CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Minnesota

000-02382

41-0908057

(STATE OR OTHER JURISDICTION OF INCORPORATION)

(COMMISSION

FILE NUMBER)

(I.R.S. EMPLOYER IDENTIFICATION NO.)

14000 TECHNOLOGY DRIVE, EDEN PRAIRIE, MN 55344

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

(952) 937-4000

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

N/A

(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.25 par value		MTSC		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5 8.0201. ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers, Compensatory Arrangements of Certain Officers~~Events.

AsLitigation ~~previously~~Related disclosed, on December 8, 2020, MTS Systems Corporation, a Minnesota corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Amphenol Corporation, a Delaware corporation (“Parent”), and Moon Merger Sub Corporation, a Minnesota corporation and wholly-owned subsidiary of Parent (“Merger Sub”). On the terms, and subject to the ~~conditions, of the~~ Merger ~~Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent~~.

OnAs previously disclosed, on December 188, 2020, ~~each~~MTS ofSystems ~~the~~Corporation, ~~following named executive officers of the Company entered into~~ a ~~retention~~Minnesota ~~agreement with~~corporation the Company regarding a grant under a retention bonus pool relating to the Merger that was previously approved by the Compensation and Leadership Development Committee of the Board of Directors of the Company (the “~~Board~~Company”), ~~with~~Amphenol ~~allocations of awards under such bonus pool in the following amounts: Randy J. Martinez~~Corporation, ~~President~~a ~~and~~Delaware ~~Chief Executive~~corporation ~~Officer,~~(“Parent”) ~~$1,440,000; Brian T. Ross, Executive Vice President~~ and ~~Chief~~Moon ~~Financial~~Merger ~~Officer,~~Sub ~~$500~~Corporation,~~000;~~ ~~Steven~~a ~~B. Harrison,~~Minnesota ~~Executive~~corporation ~~Vice President~~ and ~~President, Test & Simulation, $500,000; and David T. Hore, Executive Vice~~wholly-owned ~~President~~subsidiary ~~and President, Sensors, $500,000. Each retention bonus will be subject to the terms and conditions~~ of ~~the retention~~Parent ~~agreement, including:~~ (i“Merger Sub”) ~~50%~~entered ofinto ~~the~~an ~~retention bonus will be paid shortly after the date the Merger~~ Agreement is ~~signed~~ and ~~will~~Plan ~~be subject to a clawback obligation in the event the executive resigns without “good reason” or is terminated for “cause”, but no clawback will be required if the consummation~~ of ~~the transactions contemplated by the~~ Merger ~~Agreement~~ (the “~~Closing~~Merger Agreement”) pursuant ~~does~~to ~~not~~which ~~occur,~~Merger ~~and~~Sub ~~(ii) 50% of the retention bonus~~ will be ~~payable~~ onmerged orwith ~~around~~and ~~the~~into ~~first anniversary of~~ the ~~Closing (subject to the executive’s continued employment through such anniversary or, in the case of the~~ Company~~’s Chief Executive Officer~~, anwith ~~earlier qualifying termination (including resignation for “good reason” or termination “without cause”) on or after~~ the ~~Closing). The~~ Company’s ~~Chief~~surviving ~~Executive~~as ~~Officer’s retention agreement also includes~~ a ~~requirement for the executing and non~~wholly-~~revocation~~owned subsidiary of aParent ~~release of claims in favor of~~ (the ~~Company on certain terminations of employment~~“Merger”).

OnLawsuits ~~December~~relating ~~17,~~to ~~2020,~~the ~~following~~Merger ahave ~~recommendation~~been ~~from~~filed ~~the~~by ~~Nominating~~purported ~~and~~shareholders ~~Governance~~of ~~Committee~~the ofCompany as follows (collectively, the ~~Board~~“Lawsuits”): (i) a lawsuit captioned Shiva Stein v. MTS Systems Corporation, ~~Randy~~et. Jal., ~~Martinez’s~~No. 1:21-cv-00139-ARR-RLM, was filed on January 11, 2021 ~~appointment~~in asthe ~~President~~United ~~and~~States ~~Chief~~District ~~Executive~~Court ~~Officer~~for the Eastern District of New York (the ~~Company~~“Stein byLawsuit”); ~~the~~(ii) ~~Board~~a ~~was~~lawsuit ~~effective~~captioned Samuel Carlisle v. MrMTS Systems Corporation, et. ~~Martinez~~al., ~~has~~No ~~served~~1:21-cv-00589, aswas filed on January 22, 2021 in the United States District ~~Company’s~~Court ~~Interim~~for ~~President~~the ~~and~~Southern ~~Chief~~District ~~Executive~~of ~~Officer~~New ~~since~~York ~~May~~(the 23“Carlisle Lawsuit”); (iii) a lawsuit captioned Anne Roy v. MTS Systems Corporation, ~~2020~~et. Mral., ~~Martinez~~No. ~~will~~1:21- ~~remain~~cv-00388, awas ~~member~~filed ofon January 23, 2021 in the ~~Company’s~~United States District Court for the Eastern District ~~Board~~of New York (the “Roy Lawsuit”); (iv) a lawsuit captioned Leo Schumacher v. ~~The~~MTS ~~Board~~Systems ~~determined~~Corporation, toet ~~appoint~~al., MrNo. ~~Martinez~~1:21-cv-00094-UNA, was asfiled ~~President~~on ~~and~~January ~~Chief~~27, ~~Executive~~2021 ~~Officer~~in ~~during~~the United States District Court for the ~~pendency~~District of Delaware (the ~~proposed~~“Schumacher Lawsuit”); ~~acquisition~~(v) bya ~~Parent~~lawsuit ascaptioned ~~part~~Alain Dulac v. MTS Systems Corporation, et. al., No: 1:21-cv-00926, was filed on February 3, 2021 in the United States District Court for the Southern District of New York (the ~~Company’s~~“Dulac ~~efforts~~Lawsuit”); to(vi) ~~continue~~a tolawsuit ~~operate~~captioned Frank inGallo ~~ordinary~~v. ~~course~~MTS ~~and~~Systems toCorporation, ~~assist~~et. al., No: 4:21-cv-10301-SFC-RSW, was filed on February 9, 2021 in ~~maintaining~~the United States ~~stability~~District ~~within~~Court for the ~~Company’s~~Eastern ~~workforce~~District of Michigan (the “Gallo Lawsuit”); (vii) a lawsuit captioned Marc Waterman v. ~~From~~MTS ~~and~~Systems ~~after~~Corporation, ~~the~~et ~~Closing~~al., ~~Parent~~No. ~~will~~1:2021cv00184, ~~make~~was ~~all~~filed ~~determinations~~on ~~with~~February ~~respect~~10, to2021 in the United States District Court for the ~~officers~~District of Delaware (the ~~Company~~“Waterman Lawsuit”) and (viii) a lawsuit captioned Jose Alvarenga v. MTS Systems Corporation, et ~~including~~al., No. 1:21-cv-01454, was filed on February 18, 2021 in the ~~position~~United ofStates ~~Chief~~District ~~Executive~~Court ~~Officer~~for the Southern District of New York (the ~~Company~~“Alvarenga Lawsuit”).

~~Mr.~~The ~~Martinez~~Lawsuits ~~brings~~allege anthat ~~exceptional~~the ~~track~~preliminary ~~record~~proxy ofstatement ~~executive~~filed ~~and~~on ~~director-level~~January ~~leadership~~8, 2021 (in ~~billion-dollar~~the ~~public~~case ~~corporations~~of ~~in aviation,~~the ~~aerospace~~Stein Lawsuit, ~~defense~~the ~~and~~Carlisle Lawsuit, ~~industrials.~~the HeRoy ~~joined~~Lawsuit and the ~~Company’s~~Schumacher ~~Board~~Lawsuit) asor anthe ~~independent~~definitive ~~director~~proxy instatement ~~March~~filed ~~2014. From~~on ~~2009~~January ~~to 2017~~28, ~~Mr.~~2021 ~~Martinez served~~ (in ~~several~~the ~~leadership~~case of ~~roles~~the atDulac ~~AAR Corporation (NYSE)~~Lawsuit, athe ~~provider~~Gallo ofLawsuit, ~~aviation services to~~ the ~~worldwide~~Waterman ~~commercial~~Lawsuit ~~aviation~~ and ~~aerospace,~~the ~~defense~~Alvarenga ~~industries~~Lawsuit), ~~most~~relating ~~notably~~to ~~President~~the &transactions ~~Chief Executive~~contemplated ~~Officer~~by of the ~~Airlift~~Merger ~~Group and Group Vice President~~Agreement, ~~Aviation~~omitted ~~Services.~~material ~~Before~~information ~~joining~~in ~~AAR,~~violation ~~Mr.~~of ~~Martinez~~Sections ~~was the Chief Executive Officer at World Air Holdings, Inc.~~ 14(~~NASDAQ~~a). Asand 20(a) ~~graduate~~ of the ~~United~~Securities ~~States~~Exchange ~~Air~~Act of ~~Force Academy~~1934, ~~Mr.~~as ~~Martinez served~~amended, ~~with~~and ~~distinction~~certain inrules ~~the~~promulgated Uthereunder.S. ~~Air~~The ~~Force~~lawsuits ~~for~~name 21as ~~years,~~defendants ~~retiring~~the asCompany aand ~~Colonel~~its directors and seek, ~~Command~~among ~~Pilot~~other ~~and~~relief, ~~having~~injunctive ~~held~~relief. aThere ~~wide~~can ~~variety of~~be ~~leadership~~no ~~roles,~~assurance ~~including~~regarding ~~command~~the ~~and~~ultimate ~~senior~~outcome ~~staff~~of ~~positions~~these lawsuits.

~~Mr.~~The ~~Martinez~~Company ~~was~~believes ~~not~~that ~~appointed~~the ~~pursuant~~claims toasserted ~~any~~by ~~arrangement~~the orplaintiffs ~~understanding~~in ~~with~~the ~~any~~Lawsuits ~~person,~~are ~~and~~without Mrmerit. ~~Martinez~~However, ~~does~~in ~~not~~order ~~have~~to ~~any~~moot ~~family~~the plaintiffs’ ~~relationships~~unmeritorious ~~with~~disclosure ~~any~~claims, ~~directors~~alleviate orthe ~~executive~~costs, ~~officers~~risks ofand uncertainties inherent in litigation and provide additional information to its shareholders, the Company. ~~Mr.~~has ~~Martinez~~determined ~~has~~to ~~not~~voluntarily ~~had~~supplement athe ~~direct~~definitive orproxy ~~indirect~~statement ~~material~~filed on January 28, ~~interest~~2021 in(the ~~any~~“Proxy ~~transaction~~Statement”) ~~with~~as ~~the~~described ~~Company~~in ~~since~~this ~~September~~Current ~~30,~~Report ~~2018,~~on ~~nor~~Form is8-K. ~~any~~Nothing ~~such~~in ~~transaction~~this ~~currently~~Current ~~proposed,~~Report ~~that~~on ~~would~~Form 8-K shall be ~~reportable~~deemed an admission of the legal necessity or materiality under ~~Item~~applicable ~~404(a)~~laws of ~~Regulation~~any ~~S-K~~of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations by the plaintiffs that any additional disclosure was or is required.

2Supplemental Disclosures.

OnThe ~~December~~following ~~13,~~disclosures ~~2020,~~supplement inthe ~~connection~~disclosures ~~with~~contained ~~Mr.~~in ~~Martinez’s~~the ~~appointment~~Proxy asStatement ~~President~~ and ~~Chief~~should ~~Executive~~be ~~Officer~~read ofin conjunction with the ~~Company,~~disclosures ~~the~~contained ~~Compensation~~in ~~and Leadership Development Committee of~~ the ~~Board~~Proxy ~~approved~~Statement, awhich ~~one-time~~should ~~equity~~be ~~award~~read ~~to Mr. Martinez equal~~ in ~~value to~~its ~~approximately~~entirety. ~~$2,000,000~~To on the ~~date~~extent ofthe ~~grant,~~information ~~which~~set isforth ~~expected~~herein todiffers from ~~be granted on~~ or ~~about~~updates ~~December~~information ~~22,~~contained ~~2020, and will be provided~~ in the ~~form~~Proxy ofStatement, ~~50%~~the ~~restricted~~information ~~stock~~set ~~units~~forth ~~and~~herein ~~50%~~shall ~~performance~~supersede ~~restricted~~or ~~stock~~supplement ~~units. Mr. Martinez’s~~the ~~base~~information ~~salary~~in ~~will~~the ~~remain~~Proxy ~~at $720,000~~Statement. OnAll ~~December~~page ~~17,~~references ~~2020,~~are into ~~connection~~pages ~~with~~in ~~his~~the ~~appointment~~Proxy asStatement, ~~President~~ and ~~Chief~~terms ~~Executive Officer~~used ~~of the Company~~below, ~~Mr.~~unless ~~Martinez and the Company entered into an Offer Letter~~otherwise defined, ashave ~~previously approved by~~ the ~~Compensation and~~meanings ~~Leadership~~set ~~Development~~forth ~~Committee~~in of the ~~Board,~~Proxy ~~reflecting such terms~~Statement.

The fifth paragraph on page 30 under the header “Background of the Merger” of the Proxy Statement is hereby amended and restated as follows:

In early 2019 and again in early 2020, the Company sought to inquire of an industry participant (which we refer to as “Party A”) whether Party A would be interested in exploring a potential strategic transaction. At that time those times, the Company did not receive a response from Party A regarding whether it would be interested in exploring a potential transaction.

The fourth paragraph on page 34 under the header “Background of the Merger” of the Proxy Statement is hereby amended and restated as follows:

On August 28, 2020, an industry participant (which we refer to as “Party H”) contacted Brian T. Ross, the Chief Financial Officer of the Company, to express its interest in acquiring one of the Company’s business units. The Company engaged in preliminary discussions with Party H, but Party H did not submit a formal proposal to acquire one of the Company’s business units.

The fifth paragraph on page 35 under the header “Background of the Merger” of the Proxy Statement is hereby amended and restated as follows:

Also on September 9, 2020, the Board convened a special meeting, with representatives of J.P. Morgan, Evercore, Sidley and the Company’s senior management present for a portion of the meeting. The Company’s senior management presented the Company’s five-year forecast which, after discussion with the Board, the Board approved. The Board directed J.P. Morgan and Evercore to use the five-year forecast to update their preliminary financial analyses and review such updated financial analyses at the next Board meeting. These September projections were used by J.P. Morgan and Evercore for their preliminary financial analyses but were not provided to potential counterparties. Representatives of J.P. Morgan summarized a call between representatives of J.P. Morgan and Party A’s financial advisor on September 8, 2020, during which Party A’s financial advisor emphasized Party A’s willingness to pursue an acquisition of the Company. Mr. Martinez discussed with the Board the inquiry from Party H regarding an acquisition of one of the Company’s business units. The Board and the Company’s advisors discussed the various proposals received to date and potential responses to each party. The Board determined to continue its discussion at the next Board meeting after review of updated preliminary financial analyses from J.P. Morgan and Evercore. The Board directed Mr. Martinez to contact Party D to request an extension of Party D’s deadline for the Company’s response to its proposal.

The second paragraph on page 38 under the header “Background of the Merger” of the Proxy Statement is hereby amended and restated as follows:

In October of 2020, consistent with the Board’s instructions and discussions with the Company’s senior management, representatives of J.P. Morgan and Evercore contacted six strategic parties (including Parent and an industry participant (which we refer to as “Party J”) to determine whether they were interested in potentially pursuing a strategic transaction with the Company. Of these six parties, three, including Parent and Party J, entered into confidentiality agreements with the Company. Each of the confidentiality agreements contained a standstill provision which either terminated or permitted the counterparty to make private proposals to the Company if the Company entered into a definitive agreement for a change of control transaction. One of these three parties elected not to explore an acquisition of the Company after signing a confidentiality agreement on October 15, 2020, and did not submit a formal proposal to acquire the Company. The other three strategic parties that representatives of J.P. Morgan and Evercore contacted at the direction of the Board elected not to sign a confidentiality agreement.

The seventh paragraph on page 39 under the header “Background of the Merger” of the Proxy Statement is hereby amended and restated as follows:

On October 17, 2020, representatives of J.P. Morgan and Evercore informed Party G of the bid procedures. As Party G had declined to enter into a confidentiality agreement in connection with the first round of bidding to acquire the Company and was therefore moving forward based on only publicly-available information, Party G received separate bid procedures with a deadline of October 23, 2020 for a preliminary non-binding indication of interest.

The second paragraph on page 59 under the header “Opinions of the Company’s Financial Advisors—Opinion of J.P. Morgan Securities LLC” of the Proxy Statement is hereby amended and restated as follows:

None of the selected transactions reviewed was identical to the merger. However, the selected transactions were chosen because, based on J.P. Morgan’s professional judgment and experience, certain aspects of the transactions, including industry, date of transaction and because they involved target companies that, for purposes of J. P. Morgan’s analysis, may be considered sufficiently similar to the Company based on their operations and businesses, for purposes of J.P. Morgan’s analysis, may be considered sufficiently similar to the merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the transaction differently than they would affect the merger.

The first paragraph on page 60 under the header “Opinions of the Company’s Financial Advisors—Opinion of J.P. Morgan Securities LLC” of the Proxy Statement is hereby amended and restated as follows:

The unlevered free cash flows that the Company is expected to generate beginning with fiscal year ended 2021 through the end of fiscal year 2025 were provided to J.P. Morgan in the financial projections prepared by the management of the Company. J.P. Morgan calculated a range of terminal values of the Company by applying perpetual growth rates ranging from 2.0% to 3.0% of the unlevered free cash flow of the Company during the terminal year. The unlevered free cash flows and the range of terminal values were then discounted to present values using a range of discount rates from 9.5% to 11.0%, which was chosen by J.P. Morgan were selected by J. P. Morgan in its professional judgment based upon an analysis of the weighted average cost of capital of the Company, taking into account macro-economic assumptions, estimates of risk and the Company’s target capital structure, derived using the capital asset pricing model described above and J.P. Morgan’s professional judgment and experience. The present value of unlevered free cash flows and range of terminal values were then adjusted for the Company’s net debt of $523 million as of September 30, 2020, and then divided by the number of fully diluted shares of company common stock outstanding at the midpoint, as provided by the Company management (based on approximately 19.3 million basic shares outstanding and adjusted to reflect the impact of dilutive securities calculated in accordance with the treasury stock method), to arrive at a range of implied equity value per share of the Company’s common stock, rounded to the nearest $0.25, of $42.00 to $65.00. The range of implied per share equity values for the Company’s common stock was compared to the closing share price of the Company of $38.52 on December 8, 2020 and the merger consideration of $58.50 per share.

The second paragraph on page 61 under the header “Opinions of the Company’s Financial Advisors—Opinion of J.P. Morgan Securities LLC” of the Proxy Statement is hereby amended and restated as follows:

For services rendered in connection with the merger and the delivery of its opinion, the Company has agreed to pay J.P. Morgan a fee of approximately $18.3 million, of which $4 million was paid upon the delivery of the opinion and the remainder will be payable upon the consummation of the merger. In addition, the Company has agreed to reimburse J.P. Morgan for its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities, including liabilities arising under the Federal securities laws. During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had, and continue to have, commercial or investment banking relationships with the Company and the Parent, for which J.P. Morgan and such affiliates have received, or will receive, customary compensation. Such services during such period have included acting as joint lead arranger and joint bookrunner on the Company’s revolving credit facility, which closed in November 2019, joint bookrunner on the Company’s offering of debt securities, which closed in July 2019, financial advisor to the Company in connection with its strategic planning, joint lead arranger and joint bookrunner on Parent’s revolving credit facility, which closed in January 2019, and as joint bookrunner on Parent’s offerings of debt securities, which closed in April 2020, September 2019 and January 2019, respectively. In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of the Company and Parent, for which it receives customary compensation or other financial benefits. During the two year period preceding delivery of its opinion, the aggregate fees recognized by J.P. Morgan (including its commercial banking affiliates) from the Company were approximately $2.4 million and from Parent were approximately $6.1 million. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of each of the Company and Parent. In the ordinary course of their businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of the Company or Parent for their own accounts or for the accounts of customers and, accordingly, they may at any time hold long or short positions in such securities or other financial instruments.

The second paragraph on page 64 under the header “Opinions of the Company’s Financial Advisors—Opinion of Evercore Group L.L.C.” of the Proxy Statement is hereby amended and restated as follows:

Evercore performed a discounted cash flow analysis of the Company to calculate the estimated present value of shares of the Company common stock by discounting back to present value the standalone unlevered, after-tax free cash flows that the Company was forecasted to generate during the Company’s fiscal years 2021 through 2025 based on the financial projections. Evercore calculated terminal values for the Company by applying perpetuity growth rates of 2.0% to 3.0%, which range was selected based on Evercore’s professional judgment and experience, to a terminal year estimate of the unlevered, after-tax free cash flows that the Company was forecasted to generate based on the financial projections. The cash flows and terminal values in each case were then discounted to present value as of September 30, 2020 using discount rates ranging from 9.5% to 11.0%, which were based on an estimate of the Company’s weighted average cost of capital, taking into account macro-economic assumptions, estimates of risk and the Company’s capital structure, and the mid-year cash flow discounting convention. Based on this range of implied enterprise values, the Company’s estimated net debt (calculated as total debt less cash and cash equivalents) of $506,000,000 as of September 30, 2020, and the number of fully diluted shares of Company common stock (19,703,342 shares as of December 8, 2020), in each case as provided by the Company’s management, this analysis indicated a range of implied equity values per share of Company common stock of $41.92 to $64.91, compared to the merger consideration of $58.50 per share of Company common stock.

The third paragraph on page 64 under the header “Opinions of the Company’s Financial Advisors—Opinion of Evercore Group L.L.C.” of the Proxy Statement is hereby removed in its entirety and replaced as follows:

Evercore reviewed and compared certain financial information of the Company to corresponding financial multiples and ratios for the following selected publicly traded small/mid cap companies which Evercore deemed most relevant to consider in relation to the Company, based on its professional judgment and experience, because they are public companies that share similar operational characteristics and financial metrics, operate in sufficiently similar industries and that have operations that for purposes of its analysis Evercore considered similar to the operations of the Company:

Company

TEV/FY 2020A EBITDA

TEV/FY 2021E EBITDA

TEV/FY 2020A FCF

TEV/FY 2021E FCF

CTS Corporation

13.5x

12.8x

17.1x

16.6x

Moog Inc.

11.0x

11.8x

14.8x

16.3x

Oxford Instruments plc

17.3x

21.9x

23.1x

Spectris plc

13.4x

13.1x

17.7x

16.6x

Standex International Corporation

12.1x

11.1x

16.5x

14.7x

TT Electronics PLC

9.1x

8.9x

12.7x

12.6x

Vishay Precision Group Inc.

9.5x

9.2x

20.1x

16.5x

The third paragraph on page 65 under the header “Opinions of the Company’s Financial Advisors—Opinion of Evercore Group L.L.C.” of the Proxy Statement is hereby removed in its entirety and replaced as follows:

Evercore also reviewed and compared certain financial information of the following large cap public companies that share similar operational characteristics and financial metrics, operate in sufficiently similar industries and that have operations that for the purposes of its analysis Evercore considered similar to the operations of the Company:

Company

TEV/FY 2020A EBITDA

TEV/FY 2021E EBITDA

TEV/FY 2020A FCF

TEV/FY 2021E FCF

Ametek, Inc.

21.8x

22.0x

23.3x

22.0x

Amphenol Corporation

23.6x

21.6x

27.7x

25.0x

Keysight Technologies, Inc.

22.2x

20.4x

22.8x

Littlefuse, Inc.

22.1x

19.6x

28.1x

25.1x

National Instruments Corp.

22.7x

20.6x

30.1x

25.8x

Sensata Technologies Inc.

14.2x

13.0x

17.3x

16.1x

TE Connectivity Ltd.

17.7x

15.8x

23.0x

20.7x

Teledyne Technologies Inc.

25.6x

23.8x

29.5x

27.0x

The second paragraph on page 66 under the header “Opinions of the Company’s Financial Advisors—Opinion of Evercore Group L.L.C.” of the Proxy Statement is hereby removed in its entirety and replaced as follows:

Evercore reviewed, to the extent publicly available, financial information related to the following selected transactions involving publicly-traded target companies in the sensors and components industry announced since January 2014 (which we refer to as the “sensors and components selected transactions”). The sensors and components selected transactions reviewed by Evercore, the month and year each was announced and transaction multiples, were as follows:

Announcement Date	Acquiror	Target	Multiple
July 31, 2019	QinetiQ Group plc	Manufacturing Techniques Inc.	11.0x
June 3, 2019	TE Connectivity Ltd.	First Sensor AG	12.4x
December 1, 2018	Cerberus Capital Management, L.P.	Sparton Corporation	9.1x
September 10, 2018	Renesas Electronics Corporation	Integrated Device Technology, Inc.	26.5x
July 10, 2018	Aptiv PLC	Winchester Interconnect	13.0x
July 17, 2017	AVX Corporation	TT Electronics, PLC – TS&C Division	5.0x
June 22, 2017	Ametek, Inc.	MOCON, Inc.	17.1x
December 12, 2016	Teledyne Technologies, Inc.	e2v Technologies Inc.	12.3x
April 6, 2016	MTS Systems Corporation	PCB Group, Inc.	13.5x
December 17, 2015	TDK Corporation	Micronas Semiconductor Holding AG	18.2x
July 30, 2015	Sensata Technologies Inc.	Custom Sensors & Technologies, Inc. Sensing Portfolio	12.0x
July 29, 2015	Amphenol Corporation	FCI Asia Pte Ltd.	10.6x
June 17, 2015	Keysight Technologies, Inc.	Anite Plc	12.3x
December 15, 2014	Thoma Bravo, LP	Riverbed Technology, Inc.	17.9x
August 20, 2014	Infineon Technologies AG	International Rectifier Corporation	12.1x
August 18, 2014	Sensata Technologies Inc.	Schrader International	10.0x
July 11, 2014	Vishay Intertechnology, Inc.	Capella Microsystems Inc.	15.8x
June 18, 2014	TE Connectivity Ltd.	Measurement Specialties, Inc.	16.6x

⁽¹⁾Evercore also identified the following selected transactions, for which no public information on price or transaction multiples was available: Teledyne Technologies Inc./Photonis International SAS (March 4, 2020); Investor Group/Vayyar Imaging Ltd. (November 20, 2019); Ametek, Inc./Gatan, Inc. (October 31, 2019); Wuxi Xichanweixin Semiconductor Co. Ltd./SMIC Hong Kong Intl Ltd. (June 28, 2019); Teledyne Technologies, Inc./3M Company – Gas & Flame Detection Business (June 5, 2019); Amphenol Corporation/Ssi Controls Technologies (November 27, 2018); Ametek, Inc./Forza Silicon Corp. (November 1, 2018); TDK Corporation/InvenSense, Inc. (December 21, 2016); Ametek, Inc./Brookfield Engineering Laboratories, Inc. (February 5, 2016); National Instruments Corp./Micropross (October 27, 2015); Kyocera Corp./Nihon Inter Electronics Corporation (July 30, 2015); NetScout Systems, Inc./Danaher Corporation – Communications Business (October 13, 2014); and Amphenol Corporation/Casco Automotive Group (August 29, 2014).

The first paragraph on page 67 under the header “Opinions of the Company’s Financial Advisors—Opinion of Evercore Group L.L.C.” of the Proxy Statement is hereby removed in its entirety and replaced as follows:

Evercore reviewed, to the extent publicly available, financial information related to the following selected transactions involving publicly-traded target companies in the test and measurement industry announced since 2014 (which we refer to as the “tests and measurements selected transactions”). The tests and measurements selected transactions reviewed by Evercore, the month and year each was announced and the transaction multiples, were as follows:

Announcement Date	Acquiror	Target	Multiple
June 24, 2019	Nanometrics Inc.	Rudolph Technologies Inc.	18.8x
May 8, 2018	Cohu, Inc.	Xcerra Corporation	8.5x
March 7, 2018	Altra Industrial Motion Corp.	Fortive Corporation – A&S Business	13.2x
September 6, 2017	Fortive Corporation	Landauer, Inc.	16.4x
August 31, 2017	EXFO Inc.	Astellia	29.5x
April 17, 2017	Ametek, Inc.	MOCON, Inc.	17.8x
February 21, 2017	Wireless Telecom Group, Inc.	CommAgility, Ltd.	12.7x
January 30, 2017	Keysight Technologies, Inc.	Ixia	20.5x
December 7, 2015	Bridgepoint Advisers Limited	Element Materials Technology	12.2x
June 17, 2015	Keysight Technologies, Inc.	Anite Plc	14.9x
October 13, 2014	NetScout Systems, Inc.	Danaher Corporation – Communications Business	13.8x

⁽¹⁾Evercore also identified the following selected transactions, for which no public information on price or transaction multiples was available: Halma PLC/SENSIT Technologies LLC (February 5, 2020); EnGIS Technologies Inc./Melcon Co. Ltd. (December 13, 2019); Nederman Holding AB/Gasmet Technologies Oy (December 9, 2019); Stryker Corp./Mobius Imaging LLC (September 4, 2019); Astronics Corporation/Freedom Communication Technologies, Inc. (July 1, 2019); Yokogawa Electric Corporation/Sensire Ltd. (June 6, 2019); Teledyne Technologies Inc./3M Company – Gas & Flame Detection Business (June 5, 2019); Chroma ATE Inc./Camtek Ltd. (February 11, 2019); Ametek, Inc./Spectro Scientific (November 27, 2018); Advantest Corporation/Astronics Corporation – Semiconductor System Level Test Business (November 14, 2018); Teradyne Inc./Mobile Industrial Robots (April 25, 2018); Teradyne Inc./Energid Technologies (February 26, 2018); Viavi Solutions Inc./Cobham plc – T&M Businesses (February 1, 2018); Astronics Corporation/Telefonix Inc. (October 27, 2017); Keysight Technologies, Inc./Scienlab electronic systems GmbH (August 31, 2017);, Viavi Solutions Inc./Trilithic Inc. (August 9, 2017); Fortive Corporation/Industrial Scientific Corporation (July 27, 2017); Bridge Growth Partners, LLC/Accedian Networks Inc. (March 30, 2017); Apax Partners LLP/Ascom – Network Testing Division (August 22, 2016); Ametek, Inc./Brookfield Engineering Laboratories (February 5, 2016); Ametek, Inc., ESP/SurgeX (February 5, 2016); Keysight Technologies, Inc./Electroservices Enterprises Ltd. (August 28, 2015); Ametek, Inc./Cognex Corporation – Surface Inspection Systems Division (June 8, 2015); and Teradyne Inc./Universal Robots (May 13, 2015).

The third paragraph on page 69 under the header “Opinions of the Company’s Financial Advisors—Opinion of Evercore Group L.L.C.” of the Proxy Statement is hereby amended and restated as follows:

Evercore estimated the enterprise value range of the Company by aggregating the implied enterprise value ranges of the segments. The sum of the implied enterprise values from the sum-of-the-parts analyses after adjusting for debt and debt-like items, including capitalized lease obligations and unfunded pension plans ($506,000,000 as of September 30, 2020), and cash projected as of October 3, 2020, and dividing by the fully diluted number of shares of Company common stock as of December 8, 2020 (19,703,342 shares), each as provided by Company management, resulted in an implied equity value of Company common stock per share range of $28.61 to $48.79.

The second paragraph on page 76 under the header “Interests of Directors and Executive Officers in the Merger” of the Proxy Statement is hereby amended and restated as follows:

Members of the Board and the Company’s executive officers have various interests in the merger described in this section that may be in addition to, or different from, the interests of the Company shareholders generally. You should keep this in mind when considering the recommendation of the Board “FOR” the approval and adoption of the merger agreement. The members of the Board were aware of these interests and considered them at the time they approved the merger agreement and in making their recommendation that Company shareholders approve and adopt the merger agreement. These interests are described below. As of the signing of the Merger Agreement, no post-closing employment arrangements for members of Company senior management had been proposed by, or secured with, Parent.

Foreign Merger Control Clearances

The Company received approval for the Merger under the antitrust and competition laws of Germany on February 4, 2021, under the antitrust and competition laws of China on February 7, 2021 and under the antitrust and competition laws of Austria on February 17, 2021.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

The following exhibits are being furnished herewith:

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* The Company has omitted schedules and other similar attachments to such agreement pursuant to Item 601(b) of Regulation S-K. The Company will furnish a copy of such omitted document to the SEC upon request.

Additional Information Regarding the Merger and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy the securities of MTS Systems Corporation (the “Company”) or the solicitation of any vote or approval. This communication relates to the proposed merger involving the Company, Parent and Merger Sub, whereby the Company will become a wholly owned subsidiary of Parent (the “proposed merger”). The proposed merger will be submitted to the shareholders of the Company for their consideration at a special meeting of the shareholders. In connection therewith, the Company intends to file relevant materials with the U.S. Securities and Exchange Commission (the “SEC”), including a definitive proxy statement on Schedule 14A (the “definitive proxy statement”) which will be mailed or otherwise disseminated to the Company’s shareholders when it becomes available. The Company may also file other relevant documents with the SEC regarding the proposed merger. SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Shareholders may obtain free copies of the definitive proxy statement, any amendments or supplements thereto and other documents containing important information about the Company, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Free copies of the definitive proxy statement and any other documents filed with the SEC can also be obtained on the Company’s website at investor.mts.com or by contacting the Company’s Investor Relations Department at IRRequests@mts.com.

Certain Information Regarding Participants in the Solicitation

The Company and certain of its directors, executive officers and employees may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies in connection with the proposed merger. Information regarding the Company’s directors and executive officers is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended October 3, 2020, filed with the SEC on December 15, 2020, its definitive proxy statement on Schedule 14A for the 2020 annual meeting of shareholders, filed with the SEC on December 30, 2019, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such definitive proxy statement, and in subsequent documents filed with the SEC. Additional information regarding the participants in the proxy solicitation and a description of their direct or indirect interests, by security holdings or otherwise, will be included in the definitive proxy statement and other relevant documents filed with the SEC regarding the proposed merger, if and when they become available. Free copies of these materials may be obtained as described in the preceding paragraph.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on current expectations of future events and may include words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “should,” “will” and “would.” If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations of the Company. Risks and uncertainties include, but are not limited to: (i) the risk that the proposed merger may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of its common stock, (ii) the failure to satisfy the conditions to the consummation of the proposed merger, including the adoption of the Merger Agreement by the shareholders of the Company, and the receipt of certain governmental and regulatory approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (iv) the effect of the announcement or pendency of the proposed merger on the Company’s business relationships, operating results and business generally, (v) the risk that the proposed merger disrupts the Company’s current plans and operations and potential difficulties in the Company’s employee retention as a result of the proposed merger and (vi) the outcome of any legal proceedings that may be instituted against the Company, Parent or Merger Sub related to the Merger Agreement or the proposed merger. The foregoing list of risk factors is not exhaustive. Readers are advised to carefully consider the foregoing risk factors and the other risks and uncertainties that affect the businesses of the Company described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended October 3, 2020, filed with the SEC on December 15, 2020, its Quarterly Report on Form 10-Q for the quarter ended June 27, 2020, filed with the SEC on August 3, 2020, and other reports and documents filed from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Copies of these filings are available online at investor.mts.com. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. The Company does not give any assurance that it will achieve its expectations.

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.

		MTS SYSTEMS CORPORATION	~~MTS SYSTEMS CORPORATION~~
			(Registrant)
February 23, 2021		By:	/s/ Brian T. Ross
Date:	December 23, 2020	By:	/s/ BRIAN T. ROSS
		Name:	Brian T. Ross
			Brian T. Ross
		Title:	Chief Financial Officer
			Executive Vice President and Chief Financial Officer

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