FLEX to Buy EPC Power in $4.4 Billion Stock Purchase Deal

Flex Ltd. (FLEX) disclosed an 8-K containing a Stock Purchase Agreement dated September 3, 2026 under which its unit ACS Acquisitions, Inc. will buy all issued and outstanding common stock of EPC Power Corp. from Charge Parent, LLC for an aggregate purchase price of $4,400,000,000, less estimated leakage and estimated transaction expenses. Flex itself is a party to the agreement solely for purposes of Section 13.24, the Purchaser Guarantee.

The structure is a straight cash stock purchase rather than a merger. The seller is described as the record and beneficial owner of all of the Company's issued and outstanding Company Common Stock, with that stock and outstanding RSUs together representing all equity interests in EPC Power.

Instead of a conventional working-capital true-up, the deal uses a locked-box style mechanism: the seller must deliver an Estimated Closing Statement at least five business days before closing, setting out estimated leakage and unpaid transaction expenses. The purchaser then has five months after closing to deliver its own Closing Statement identifying any additional leakage or expenses, after which the seller's figures become binding if no statement arrives.

Disputes over that post-closing statement follow a tight schedule. The seller has 30 days to file an Objections Statement, the parties then have 15 days to negotiate, and unresolved items go to Grant Thornton LLP as the Accounting Expert, acting only as an expert and not as an arbitrator on the basis of written submissions alone.

Closing is subject to customary conditions including HSR and other regulatory approvals, a pre-closing reorganization, termination of EPC Power's 401(k) plan, and 280G stockholder approval. The purchaser has committed financing covenants and an R&W insurance policy, and the agreement includes a Prohibited Foreign Entity covenant alongside standard debt financing provisions.

As an inducement to sign, the individuals listed on Exhibit A each executed confidential information, non-competition and non-solicitation agreements effective upon closing. The agreement also contains an exclusive dealing covenant barring the seller from shopping the business.

The filing does not disclose closing timing beyond the termination provisions in Article XI. For Flex, the guarantee under Section 13.24 places the parent behind the purchaser's obligations on a transaction sized at $4.4 billion.

This is a factual summary of a public filing or press release, not investment advice. Verify all figures against the source before acting on them.