Extracted from this filing and checked against the source text.
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
CARRIER GLOBAL Corp entered into Share Purchase Agreement with Viessmann Group GmbH & Co. KG valued at EUR 12 billion (EUR 9.6 billion in cash and 58,608,959 shares of Carrier Common Stock) (effective 2023-04-25).
- Action
- entry
- Agreement
- merger
- Counterparty
- Viessmann Group GmbH & Co. KG
- Value
- EUR 12 billion (EUR 9.6 billion in cash and 58,608,959 shares of Carrier Common Stock)
- Effective
- 2023-04-25
Exact text from the filing
On April 25, 2023, Carrier Global Corporation (“ Carrier ”) and Blitz F23-620 GmbH (to be renamed Johann Purchaser GmbH) (“ Purchaser ”), a wholly owned subsidiary of Carrier, entered into a Share Purchase Agreement (the “ Purchase Agreement ”) with Viessmann Group GmbH & Co. KG (“ Seller ”). Pursuant to the Purchase Agreement, on the terms and subject to the conditions therein, Seller has agreed to sell, and Purchaser has agreed to acquire (the “ Acquisition ”), Seller’s climate solutions business (the “ Business ”), through the acquisition of Viessmann Climate Solutions SE (the “ Company ”). The Purchase Agreement includes a locked box mechanism, pursuant to which the purchase price of EUR 12 billion (the “ Base Purchase Price ”) has been fixed upfront by reference to the balance sheet position of the Company as of December 31, 2022, 24.00 hours (CET) (the “ Effective Date ”). The Base Purchase Price consists of (i) EUR 9.6 billion in cash (the “ Cash Consideration ”) (which Cash Con
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