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Current Report · Items 7.01, 8.01, 9.01 · 8-K

UL Solutions Inc.

ULSNYSEEQUITYCurrent

Regulation FD Disclosure · Other Events

Item 7.01. Regulation FD Disclosure. On April 13, 2026, UL Solutions Inc. (the “Company”) issued a press release announcing, among other matters, that the Company and a subsidiary of the Company have entered into a Sale and Purchase Agreement (as defined below) to acquire the electrical and electronics business of Eurofins Scientific SE, a copy of which is furnished herewith as Exhibit 99.1 hereto…

Filed Apr 13, 2026Accepted Apr 13, 2026, 4:23 PM EDTCIK 1901440Accession 0001193125-26-152920
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Company context

A global leader in applied safety science, UL Solutions Inc. (NYSE: ULS) transforms safety, security and sustainability challenges into opportunities for customers in more than 110 countries. UL Solutions delivers testing, inspection and certification services, advisory offerings and software solutions that support our customers’ product innovation and business growth. The UL Mark serves as a recognized symbol of trust in our customers’ products and reflects an unwavering commitment to advancing our safety mission. We help our customers innovate, launch new products and services, navigate global markets and complex supply chains, and grow sustainably and responsibly into the future. Our science is your advantage.

Current securities

Recent company filings

  1. 4 filingSep 14, 2026
  2. 4 filingSep 14, 2026
  3. 4 filingSep 14, 2026
  4. 4 filingSep 14, 2026
  5. 4 filingSep 14, 2026

Disclosure sections

Items 7.01, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure. On April 13, 2026, UL Solutions Inc. (the “Company”) issued a press release announcing, among other matters, that the Company and a subsidiary of the Company have entered into a Sale and Purchase Agreement (as defined below) to acquire the electrical and electronics business of Eurofins Scientific SE, a copy of which is furnished herewith as Exhibit 99.1 hereto and incorporated herein by reference. In addition, the Company will be providing supplemental information regarding the Transaction (as defined below) in a presentation that will be made available on the investor relations section of Company’s website. A copy of the presentation is furnished herewith as Exhibit 99.2 hereto and incorporated herein by reference. The information contained or incorporated by reference in this Item 7.01, including the press release furnished herewith as Exhibit 99.1 and the supplemental information regarding the Transaction (as defined below) furnished herewith as Exhibit 99.2, is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events. Sale and Purchase Agreement On April 13, 2026, Underwriters Laboratories Holdings B.V., a company registered in the Netherlands (“ULH”) and a wholly owned subsidiary of the Company, entered into a sale and purchase agreement (the “Sale and Purchase Agreement”) by and among ULH, Eurofins Product Testing Lux Holding, a private limited liability company (société à responsabilité limitée) registered in Luxembourg with the Luxembourg Register of Commerce and Companies (the “Seller”), Eurofins International Holdings Lux SARL, a private limited liability company (société à responsabilité limitée) registered in Luxembourg with the Luxembourg Register of Commerce and Companies, as guarantor of the Seller, and the Company, as guarantor of ULH, pursuant to which, among other things, ULH will acquire the entire issued share capital of Electrical and Electronics Testing LUX Holding SARL, a private limited liability company (société à responsabilité limitée) (the “Target”), and certain of its subsidiaries and related companies (together with the Target, the “Target Group”) (collectively, the “Transaction”). Consideration ULH will pay aggregate consideration of approximately €575 million (approximately US $670 million) (the “Purchase Price”) in cash pursuant to the terms of the Transaction, subject to certain customary adjustments contemplated by the Sale and Purchase Agreement and related agreements (collectively, the “Purchase Agreements”). The Transaction includes a “locked box” structure, subject to customary leakage prohibitions (with customary permitted leakage) and adjustment for (i) any leakage from and after September 1, 2025 (the “Locked Box Date”) and (ii) additional consideration of €41,000 per day from the Locked Box Date to and including the closing date of the Transaction, in each case, in accordance with the Purchase Agreements. The Company expects to fund the Purchase Price with cash on hand, including proceeds from the Company’s previously announced divestiture of its Employee Health and Safety software business, and available capacity under its undrawn credit facility. Conditions to Completion The Transaction is expected to close in the fourth quarter of 2026. There is no assurance that the Transaction will close on the anticipated terms and timeline, or at all. The obligations of the parties to consummate the Transaction are subject to the satisfaction (or, in certain instances, waiver) of certain customary closing conditions, including, among other things, (a) the following regulatory approvals: (i) approval (or confirmation that no such approval is required) under the United Kingdom National Security and Investment Act 2021, (ii) acceptance of a filing under the Finnish Screening of Foreign Corporate Acquisitions Act and written confirmation from the Finnish Ministry of Economic Affairs and Employment that no further action will be taken, (iii) a notification to the U.S. Directorate of Defense Trade Controls pursuant to the International Traffic in Arms Regulations, (iv) approval of the Transaction by the Competition and Markets Authority of the United Kingdom (or confirmation that no merger notice is required), (v) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and (vi) clearance or expiry of the statutory waiting period under the Korean Monopoly Regulation and Fair Trade Act, and (b) no order, injunction or law of any competent competition authority being in effect that would prohibit, restrain or suspend the consummation of the Transaction (collectively, the “Conditions”). The Conditions must all be satisfied (or, in certain instances, waived) by October 13, 2027 (the “Longstop Date”). Failure to satisfy the Conditions will result in termination of the Sale and Purchase Agreement and payment of the Break Fee (as defined below) by ULH, subject to certain exceptions. Termination and Break Fee The Sale and Purchase Agreement may be terminated by the Seller if ULH fails to submit certain required regulatory filings within the prescribed deadlines (subject to customary exceptions and extensions). In addition, either party may terminate the Sale and Purchase Agreement if the Conditions have not been satisfied (or become incapable of satisfaction) by the Longstop Date. ULH may also terminate the Sale and Purchase Agreement if certain fundamental warranties of the Seller are untrue or inaccurate at closing of the Transaction. The Sale and Purchase Agreement provides that, in the event the Sale and Purchase Agreement is terminated as a result of: (a) ULH’s failure to submit certain required regulatory filings within the prescribed deadlines, or (b) the Conditions not being satisfied by the Longstop Date, ULH will pay to the Seller a break fee of €34.5 million (the “Break Fee”). The Break Fee is not payable to the extent termination of the Sale and Purchase Agreement results from certain specified breaches by the Seller. Separation Pursuant to the Sale and Purchase Agreement, the parties will establish a separation committee, comprised of representatives of each of the Seller and ULH, which will be responsible for developing and overseeing a separation plan as soon as reasonably practicable to effect the orderly separation and transfer of the operations, systems and data relating to the Seller’s business, from the Seller’s retained group to the Target Group. Warranties, Covenants and Indemnities The Sale and Purchase Agreement contains customary (a) warranties given by each of the parties, (b) covenants, including covenants with respect to actions to be taken prior to closing of the Transaction, including, among others, that the Target Group does not engage in certain actions during such period, and (c) indemnities, including, among others, following closing of the Transaction, the Seller will indemnify and hold harmless ULH from certain costs or losses associated with the legal re-organization implemented by the Seller prior to the Transaction. ULH has obtained a warranty and indemnity insurance policy that will provide coverage for certain losses incurred as a result of inaccuracies or breaches of certain warranties of the Seller contained in the Sale and Purchase Agreement, provided that the recovery under such policy is subject to certain exclusions, policy limits and certain other terms and conditions. The Seller’s liability in respect of any such inaccuracies or breaches (or any losses or liabilities resulting therefrom), other than by reason of any fraud by the Seller, shall be limited to EUR 1. The Seller’s liability shall be limited to the Purchase Price with respect to certain fundamental warranties.
Filed exhibits (2)
EX-99.1 (by filename) d900814dex991.htm

EX-99.1 2 d900814dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 UL Solutions Inc. Broadens Portfolio with Agreement to Acquire Eurofins Scientific’s Electrical & Electronics Business 1 Expands UL Solutions’ global laboratory footprint and enhances commitment to TIC services for electrical safety and connected products Transaction expected to close in Q4 2026 subject to regulatory approvals and customary closing conditions NORTHBROOK, Ill. - (BUSINESS WIRE) - April 13, 2026 - UL Solutions Inc. (NYSE: ULS), a global leader in applied safety science, today announced it has entered into a definitive agreement to acquire the electrical and electronics (E&E) business (inclusive of the MET Labs certification mark) of Eurofins Scientific SE (“Eurofins”). The transaction expands UL Solutions’ global footprint and is intended to enhance its testing, inspection and certification (TIC) business for electrical safety and connected products. ───────────────────────────────────────────────────────────────────────────────────────────────────────────── Purchase price represents an enterprise value of approximately €575 million (approximately $670 million). Expected to be funded wit…

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EX-99.2 (by filename) d900814dex992.htm

EX-99.2 3 d900814dex992.htm EX-99.2 EX-99.2 Exhibit 99.2 Acquisition of Eurofins Scientific SE’s Electrical & Electronics (E&E) Business April 13, 2026 Disclaimer This presentation and accompanying statements contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this presentation may be forward-looking statements. These include, among other things, statements regarding the proposed transaction with Eurofins Scientific SE (the “Transaction”), the anticipated timing, completion and expected benefits of the Transaction, including anticipated synergies, financial performance and expected financial impact (including accretion). These forward-looking statements are based on the Company’s current expectations, estimates and assumptions and involve known and unknown risks and uncertainties that are difficult to predict. In some cases, you can identify these statements by terms such as “may,” “will,” “should,” “would,” “likely,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “p…

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