On October 27, 2026, Ultralife Corporation entered into an Agreement and Plan of Merger with EnerSys Mergersub Inc., a wholly owned subsidiary of EnerSys. Under the terms of the agreement, EnerSys will acquire all outstanding shares of Ultralife common stock in an all-cash transaction valued at approximately $320 million, including the assumption of net debt.
The transaction is structured as a two-step process. EnerSys intends to commence a tender offer to purchase all outstanding shares of Ultralife common stock at a price of $16.00 per share. This offer is expected to expire 25 business days after it begins, subject to extensions. Following the tender offer, a merger will be effected under Delaware General Corporation Law Section 251(h), which allows the transaction to close without a vote of Ultralife stockholders if the tender offer conditions are met.
The offer price of $16.00 per share represents a premium of 166% to Ultralife’s closing stock price on October 26, 2026. The transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close in the first quarter of calendar year 2027.
Ultralife shareholders will receive the cash payment for their shares, and the company’s common stock will no longer be listed on a public market upon completion. The transaction is not subject to a financing contingency and will be funded by EnerSys’ cash on hand. Closing conditions include the tender of at least a majority of the outstanding shares and the receipt of applicable regulatory clearances, including those under the Hart-Scott-Rodino Act and the United Kingdom National Security and Investment Act.
Regarding equity awards, all outstanding stock options with an exercise price less than $16.00 will accelerate and be cancelled in exchange for a cash payment equal to the difference between the offer price and the exercise price. All restricted stock will also accelerate and be converted into cash equal to the offer price. Options with an exercise price equal to or greater than $16.00 will be cancelled for no consideration.
Ultralife has agreed to customary restrictions on soliciting alternative acquisition proposals. However, prior to the acceptance time of the tender offer, the company may engage in discussions regarding a superior proposal if its board of directors determines it is in the company’s best interest. The Merger Agreement includes termination fees of $10.3 million for either party under specific circumstances, such as a failure to close by an agreed-upon date due to regulatory delays.
