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Transom Capital Group, LLC ("Transom"), an operationally focused middle-market private equity firm, today announced that it has commenced a cash tender offer to acquire all outstanding shares of common stock of SigmaTron International, Inc. (NASDAQ:SGMA) (the "Company" or "SigmaTron"), an electronic manufacturing services company, at a price of $3.02 per share in cash. The tender offer is being made in connection with the previously announced Agreement and Plan of Merger, dated May 20, 2025 (as amended or supplemented from time to time, the "Merger Agreement").
Transom Offer Unanimously Recommended by SigmaTron Board of Directors
The SigmaTron Board of Directors (the "SigmaTron Board") unanimously determined that the offer and the merger are advisable and in the best interest of SigmaTron and its stockholders and recommends the stockholders tender their shares to Transom. The SigmaTron Board, with the assistance of its management team and advisors, engaged in a comprehensive review of a range of financial and strategic alternatives and engaged with over thirty parties to determine interest in a transaction. The SigmaTron Board also reviewed a proposal submitted by a third party following the announcement of the Merger Agreement. The third party subsequently communicated to the Company that it was no longer pursuing a transaction and withdrew its proposal.
Cash Consideration Provides Immediate Liquidity and Certainty of Value
The SigmaTron Board took into account various factors, including, among other things, the potential risks related to SigmaTron's significant level of indebtedness and the terms of such indebtedness, in its determination, as described further in SigmaTron's Schedule 14D-9 (as defined below). The SigmaTron Board believed the certainty of value provided by the $3.02 cash offer and the timing in which the transaction could be consummated, among other things, was in the best interests of SigmaTron's stockholders.
Tender Offer Details
On June 26, 2025, Transom filed with the U.S. Securities and Exchange Commission ("SEC") a tender offer statement on Schedule TO, including an offer to purchase and letter of transmittal (the "Schedule TO"), which sets forth the terms of the tender offer. Additionally, SigmaTron filed with the SEC a solicitation/recommendation statement on Schedule 14D-9 (the "Schedule 14D-9") that includes the recommendation of the SigmaTron Board that SigmaTron stockholders accept the tender offer and tender their shares.
The tender offer is scheduled to expire at one minute after 11:59 p.m., Eastern Time, on July 24, 2025, unless extended in accordance with the terms of the tender offer and Merger Agreement. Consummation of the tender offer is subject to customary terms and conditions, including the tender of a number of shares of common stock of SigmaTron which represents at least a majority of the voting power of SigmaTron and the satisfaction of other customary closing conditions. Following the successful closing of the tender offer, Transom will acquire any shares of SigmaTron that are not tendered in the tender offer through a second-step merger for the same consideration as paid in the tender offer.
Posted In: SGMA
