Ultralife to Be Acquired by EnerSys for $16.00 a Share in Cash

Ultralife Corp. (Nasdaq: ULBI) agreed to be acquired by EnerSys (NYSE: ENS) for $16.00 a share in cash, a transaction the companies value at about $320 million including net debt, according to an 8-K filed Wednesday. The price is a 166% premium to Ultralife's closing price on Oct. 26, 2026, the companies said.

The merger agreement was signed Oct. 27, 2026, among Ultralife, EnerSys and EnerSys's subsidiary, EnerSys Mergersub Inc. The deal has two steps. EnerSys's subsidiary will start a tender offer for all outstanding Ultralife shares, and a merger will follow under Delaware law without a stockholder meeting or vote. Shares not tendered would be converted into the same $16.00 cash price, unless holders properly demand appraisal.

What has to happen before closing

Merger Sub must begin the tender offer within 10 business days of the agreement. The offer is initially set to expire at 5:00 p.m. New York time 25 business days after it begins, and can be extended in increments of up to 10 business days. The main condition is that more than 50% of the outstanding shares be tendered and not withdrawn. Other conditions include the expiration of the U.S. Hart-Scott-Rodino waiting period, clearance under the U.K. National Security and Investment Act 2021, other required foreign approvals, and the absence of a legal restraint. The company said the offer is not subject to a financing condition, and EnerSys said it will fund the deal with cash on hand. EnerSys is not required to accept any divestiture or behavioral remedy to win antitrust clearance.

Stockholders representing about 40.3% of the outstanding shares have signed a support agreement to tender their shares and vote for the merger. The company said those shares alone do not satisfy the minimum condition. EnerSys expects the transaction to close in the first quarter of calendar 2027.

Deal value against Ultralife's size

Before the filing, Ultralife's market value was about $106.0 million, based on its last close of $6.36 on Tuesday, Oct. 27, and about 16.7 million shares. At $16.00 a share, the equity value of those shares is about $267 million, roughly 2.5 times the pre-filing market value. The $320 million figure is an enterprise value that includes net debt, so it is not directly comparable with equity value. Ultralife reported revenue of $191.2 million for 2025, up 16% from the prior year, but posted an operating loss of $5.9 million and a net loss of $5.9 million, compared with operating income of $10.0 million and net income of $6.3 million in 2024. For the quarter ended June 30, 2026, revenue was $47.9 million, down 1% from a year earlier, while operating income rose to $3.4 million and net income to $2.5 million. Cash and equivalents at June 30 were $6.7 million.

Fees and deadlines if the deal fails

Ultralife would owe EnerSys a termination fee of $10.3 million in specified circumstances, including certain deals struck with a rival bidder. EnerSys would owe Ultralife a reverse termination fee of the same amount if the agreement ends because the outside date passes while only antitrust conditions remain unmet, or if EnerSys fails to complete the offer or merger when conditions are satisfied. The outside date is April 27, 2027, which can be extended by 60 days, and by a further 60 days, if only antitrust-related conditions remain.

Under the agreement, in-the-money stock options are cancelled immediately before the merger takes effect in exchange for cash, and restricted stock vests and is converted into cash at $16.00 a share. Those payments are to be made reasonably promptly and no later than 30 business days after the effective time. Out-of-the-money options are cancelled for no consideration, and no equity award will be assumed by EnerSys. EnerSys will repay Ultralife's credit agreement at closing. Ultralife must also obtain, at EnerSys's election, either a waiver from the other shareholders of its Indian joint venture or a sale of its interest in that venture; the company said that step is not a condition to the offer. The filing does not say how the joint venture would be handled if EnerSys chooses the sale route.