WALLINGFORD, Conn.–(BUSINESS WIRE<\/a>)– \nThe Company intends to use the net proceeds from the Notes Offering to repay borrowings under its U.S. commercial paper program and 364-day unsecured delayed draw term loan credit agreement, and for general corporate purposes.<\/p>\n \nBarclays Bank PLC, Citigroup Global Markets Limited, Commerzbank Aktiengesellschaft and HSBC Bank plc are serving as the joint book-running managers for the Notes Offering.<\/p>\n \nThe Notes are being offered pursuant to the Company\u2019s effective shelf registration statement on file with the Securities and Exchange Commission (the \u201cSEC\u201d). A prospectus supplement describing the terms of the Notes Offering will be filed with the SEC. Copies of the prospectus supplement and accompanying prospectus for the Notes Offering may be obtained from Barclays Bank PLC toll-free at 1-888-603-5847, Citigroup Global Markets Limited toll-free at 1-800-831-9146, Commerzbank Aktiengesellschaft toll-free at 1-800-233-9164 or HSBC Bank plc toll-free at 1-866-811-8049.<\/p>\n \nThis press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor will there be any sale of the Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offer, solicitation or sale of the Notes will be made only by means of the prospectus supplement and the accompanying prospectus.<\/p>\n About Amphenol<\/b><\/p>\n \nAmphenol Corporation is one of the world\u2019s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors and interconnect systems, antennas, sensors and sensor-based products and coaxial, high-speed, fiber optic and specialty cable. Amphenol designs, manufactures and assembles its products at facilities in approximately 40 countries around the world and sells its products through its own global sales force, independent representatives and a global network of electronics distributors. Amphenol has a diversified presence as a leader in high-growth areas of the interconnect market including: Automotive, Commercial Aerospace, Communications Networks, Defense, Industrial, Information Technology and Data Communications and Mobile Devices. For more information, visit www.amphenol.com<\/a>.<\/p>\n Forward-Looking Statements<\/b><\/p>\n \nStatements in this press release which are other than historical facts are intended to be \u201cforward-looking statements\u201d within the meaning of the Securities Exchange Act of 1934, as amended, the Private Securities Litigation Reform Act of 1995 and other related laws. While the Company believes such statements are reasonable, the actual results and effects could differ materially from those currently anticipated. Details regarding various significant risks and uncertainties that may affect the Company\u2019s operating and financial performance can be found in the Company\u2019s latest Annual Report on Form 10-K and the Company\u2019s subsequent filings with the Securities and Exchange Commission, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. In providing forward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise, except as required by law.<\/p>\n Prohibition of Sales to EEA Retail Investors<\/b><\/p>\n \nThe Notes are not intended to be offered, sold or otherwise made available, and should not be offered, sold or otherwise made available, to any retail investor in the European Economic Area (the \u201cEEA\u201d). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014\/65\/EU (as amended, \u201cMiFID II\u201d); (ii) a customer within the meaning of Directive (EU) 2016\/97 (as amended, the \u201cInsurance Distribution Directive\u201d), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017\/1129 (as amended, the \u201cProspectus Regulation\u201d). Consequently, no key information document required by Regulation (EU) No 1286\/2014 (as amended, the \u201cPRIIPs Regulation\u201d) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. Any offer of Notes in any Member State of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of Notes. The prospectus supplement and the accompanying prospectus relating to the issue of the Notes is not a prospectus for the purposes of the Prospectus Regulation.<\/p>\n United Kingdom<\/b><\/p>\n \nThe communication of this announcement, the prospectus supplement, the accompanying prospectus, any related free writing prospectus and any other document or materials relating to the issue of the Notes is not being made, and such documents and\/or materials have not been approved, by an authorized person for the purposes of section 21 of the United Kingdom\u2019s Financial Services and Markets Act 2000 (as amended, the \u201cFSMA\u201d). Accordingly, such documents and\/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom (\u201cUK\u201d). The communication of such documents and\/or materials is only being made to (i) persons outside the UK; (ii) and those persons in the UK (A) who have professional experience in matters relating to investments who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the \u201cFinancial Promotion Order\u201d)); or (B) who are high net worth companies, or other persons to whom they may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Financial Promotion Order, (all such persons together being referred to as \u201crelevant persons\u201d). In the UK, this announcement, the prospectus supplement, the accompanying prospectus and the Notes offered hereby are only available to, and any investment or investment activity to which this announcement, the prospectus supplement, the accompanying prospectus, any related free writing prospectus or any other document or materials relating to the issue of the Notes relates will be engaged in only with, relevant persons. Any person in the UK that is not a relevant person should not act or rely on this announcement, the prospectus supplement, the accompanying prospectus, any related free writing prospectus or any other document or materials relating to the issue of the Notes or any of their contents.<\/p>\n Prohibition of Sales to UK Retail Investors<\/b><\/p>\n \nThe Notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is either one (or both) of the following: (i) not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600\/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (\u201cEUWA\u201d), or (ii) not a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulation 2024 (\u201cPOATRs\u201d). Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook (\u201cDISC\u201d) for offering, selling or distributing the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the Notes or otherwise making them available to any retail investor in the UK may be unlawful under DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024 . Any offer of Notes in the UK will be made pursuant to an exception from the prohibition on offers to the public under the POATRs.<\/p>\n UK MIFIR Product Governance \/ Professional Investors and ECPs Only Target Market<\/b><\/p>\n \nSolely for the purposes of each manufacturer\u2019s product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties as defined in the FCA Handbook Conduct of Business Sourcebook (\u201cCOBS\u201d), and professional clients, as defined in Regulation (EU) No 600\/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (\u201cUK MiFIR\u201d); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a \u201cdistributor\u201d) should take into consideration the manufacturers\u2019 target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the \u201cUK MiFIR Product Governance Rules\u201d) is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers\u2019 target market assessment) and determining appropriate distribution channels.<\/p>\n MIFID II Product Governance \/ Professional Investors and ECPs Only Target Market<\/b><\/p>\n \nSolely for the purposes of each manufacturer\u2019s product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a \u201cdistributor\u201d) should take into consideration the manufacturers\u2019 target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers\u2019 target market assessment) and determining appropriate distribution channels.<\/p>\n View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20260505927289\/en\/<\/a><\/span><\/p>\n \nSherri Scribner KEYWORDS:<\/b> Connecticut United States North America<\/p>\n INDUSTRY KEYWORDS:<\/b> Mobile\/Wireless Technology Other Defense Semiconductor Automotive Manufacturing Aerospace Manufacturing Audio\/Video Networks Defense<\/p>\n
\nAmphenol Corporation (NYSE: APH) (the \u201cCompany\u201d) announced today the pricing of its offering of \u20ac600 million aggregate principal amount of senior notes due 2029 (the \u201c2029 Notes\u201d) and \u20ac500 million aggregate principal amount of senior notes due 2034 (the \u201c2034 Notes\u201d and, together with the 2029 Notes, the \u201cNotes\u201d). The 2029 Notes will have an interest rate of 3.375% per annum, and the 2034 Notes will have an interest rate of 3.875% per annum. The closing of the offering of the Notes (the \u201cNotes Offering\u201d) is expected to occur on May 12, 2026, subject to the satisfaction of customary closing conditions.<\/p>\n<\/p>\n
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Vice President, Strategy and Investor Relations
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203-265-8820
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IR@amphenol.com<\/a><\/p>\n
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