Item 1.01 Entry into a Material Definitive Agreement.
On September 13, 2022, Twin Disc International, S.R.L. (“Twin Disc
International”), a wholly-owned subsidiary of Twin Disc, Incorporated (the
“Company”) accepted an Offer to Purchase (the “Agreement”) from Lock’O S.A. for
the sale of Twin Disc International’s manufacturing facility at 54, Chaussée de
Namur, 1400 Nivelles, Belgium, for a purchase price of €6,950,000. The Agreement
also anticipates a two-year renewable lease back provision for a rent of
€472,000 per year plus value-added tax. Consummation of the sale is subject to
certain closing conditions and is expected to close on or before January 13,
The above description of the Agreement is qualified in its entirety by reference
to the Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report
on Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
The information set forth under Item 1.01 of this report is incorporated herein
by reference solely for the purposes of this Item 7.01.
FORWARD LOOKING STATEMENTS
The disclosures in this report on Form 8-K and in the documents incorporated
herein by reference contain or may contain “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995. The words
“believes,” “expects,” “intends,” “plans,” “anticipates,” “hopes,” “likely,”
“will,” and similar expressions identify such forward-looking statements. Such
forward-looking statements involve known and unknown risks, uncertainties and
other important factors that could cause the actual results, performance or
achievements of the Company (or entities in which the Company has interests), or
industry results, to differ materially from future results, performance or
achievements expressed or implied by such forward-looking statements. Certain
factors that could cause the Company’s actual future results to differ
materially from those discussed are noted in connection with such statements,
but other unanticipated factors could arise. Readers are cautioned not to place
undue reliance on these forward-looking statements which reflect management’s
view only as of the date of this Form 8-K. The Company undertakes no obligation
to publicly release any revisions to these forward-looking statements to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events, conditions or circumstances.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. EXHIBIT NUMBER DESCRIPTION 1.1 Offer to Purchase by and between Twin Disc International, S.R.L. and Lock'O S.A. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Pursuant to the requirements of section 13 or 15(d) 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.
Date: September 15, 2022 Twin Disc, Incorporated
/s/ Jeffrey S. Knutson Jeffrey S. Knutson Vice President-Finance, Chief Financial Officer, Treasurer & Secretary
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