EnerSys filed an 8-K on October 27, 2026, disclosing that it entered into an Agreement and Plan of Merger to acquire Ultralife Corporation through a two-step tender offer and merger at $16.00 per share in cash.

Key Highlights

  • Offer Price: Merger Sub will commence a tender offer to purchase all outstanding shares of Ultralife common stock at $16.00 per share, net to the seller in cash, without interest and subject to required withholding of taxes.
  • Transaction Structure: The acquisition is structured as a two-step transaction: a tender offer followed by a merger of EnerSys Mergersub Inc. with and into Ultralife, with Ultralife surviving as a wholly owned subsidiary of EnerSys.
  • Minimum Condition: The offer requires valid tender of more than 50% of Ultralife's outstanding shares, together with shares already beneficially owned by Merger Sub and its affiliates.
  • No Financing Condition: According to the filing, "Consummation of the Offer will not be subject to a financing condition."
  • Offer Timing: The tender offer must commence within 10 business days of the Merger Agreement date and is initially scheduled to expire 25 business days after commencement.
  • Equity Award Treatment: In-the-money stock options and all restricted stock will accelerate, vest, and be canceled for cash equal to the $16.00 offer price, less applicable exercise price for options; out-of-the-money options will be canceled for no consideration.
  • Regulatory Clearances Required: Closing conditions include expiration or termination of the HSR Act waiting period and clearance under the United Kingdom National Security and Investment Act 2021, among other applicable laws.

EnerSys Merger Agreement with Ultralife: Key Terms and Conditions

EnerSys (NYSE:ENS), a Delaware corporation headquartered in Reading, Pennsylvania, disclosed on October 27, 2026, that it entered into an Agreement and Plan of Merger with its wholly owned subsidiary, EnerSys Mergersub Inc., and Ultralife Corporation. According to the filing, the merger will be effected under Section 251(h) of the Delaware General Corporation Law without a meeting or vote of Ultralife's stockholders once the tender offer is consummated, with Ultralife surviving the merger as a wholly owned subsidiary of EnerSys.

The filing states that Merger Sub may extend the offer in consecutive increments of up to 10 business days each if any offer condition remains unsatisfied or unwaived on a scheduled expiration date, though extensions may not go beyond the Outside Date as defined in the Merger Agreement. EnerSys is not required to agree to any divestiture, hold-separate arrangement, behavioral remedy, or other condition or restriction to obtain regulatory clearances. The filing also discloses that at closing, EnerSys will repay, on behalf of Ultralife, all amounts outstanding under Ultralife's existing credit agreement.

Regarding Ultralife's equity awards, the filing specifies that payments in respect of in-the-money options and company restricted stock will be made "reasonably promptly (and in no event later than 30 business days) after the Effective Time." No company equity award will be assumed or substituted with an award relating to EnerSys stock. Ultralife is subject to customary restrictions on soliciting alternative acquisition proposals, though prior to the Acceptance Time it may, under specified circumstances, engage with third parties regarding alternative proposals. EnerSys has also requested that Ultralife use reasonable best efforts to obtain either a waiver and consent from other shareholders of its Indian joint venture or a sale of Ultralife's interest in that joint venture, which the filing notes is not a condition to the offer.

What Was Disclosed

EnerSys disclosed the execution of a merger agreement to acquire Ultralife Corporation at $16.00 per share in cash via a tender offer and subsequent merger, subject to customary regulatory clearances and a minimum tender condition, with no financing condition attached.