M&A - SERVOTRONICS INC /DE/

Form Type: S-8 POS

Filing Date: 2025-07-10

Corporate Action: Merger

Type: Update

Accession Number: 000119312525157581

Filing Summary: On July 10, 2025, Servotronics, Inc. filed a Post-Effective Amendment to its Form S-8 Registration Statements with the SEC. This amendment is connected to the merger agreement entered into on May 18, 2025, with TransDigm Inc. and its wholly-owned subsidiary. On July 1, 2025, the subsidiary merged with Servotronics, which now operates as a wholly-owned subsidiary of TransDigm. Consequently, the Registrant has terminated all offerings of its securities that were registered under the Registration Statements. The amendment officially removes and withdraws any unsold securities from registration as per their previous undertakings.

Form Type: S-8 POS

Filing Date: 2025-07-10

Corporate Action: Merger

Type: Update

Accession Number: 000119312525157582

Filing Summary: On July 10, 2025, Servotronics, Inc. filed a Post-Effective Amendment to its Form S-8 Registration Statements. These relate to shares issuable under various employee stock option plans. The amendment indicates that following a merger with TransDigm Inc. and the complete termination of all offerings of the company's securities, any unsold registered securities are to be removed from registration. Specifically, the merger was executed on July 1, 2025, where Merger Sub, a subsidiary of TransDigm, merged into Servotronics, leading to Servotronics being a wholly owned subsidiary. This amendment serves to deregister securities associated with several previous filing numbers, including numbers 333-104464, 333-187433, and 333-266872, reflecting changes following the merger.

Form Type: S-8 POS

Filing Date: 2025-07-10

Corporate Action: Merger

Type: Update

Accession Number: 000119312525157585

Filing Summary: Servotronics, Inc., a Delaware corporation, filed a post-effective amendment to its previously registered Form S-8 Registration Statements, concerning its 1989 Employees Stock Option Plan and other stock option agreements. This amendment indicates that on July 1, 2025, a merger took place where Servotronics, Inc. was merged into a wholly-owned subsidiary of TransDigm Inc., a Delaware corporation. As a result of the merger, Servotronics, Inc. now operates as a wholly-owned subsidiary of TransDigm. The filing also addresses the termination of all offerings of Servotronics' securities under the earlier Registration Statements, and the removal from registration of any unsold securities as per the applicable regulations. The amendment certifies compliance with the Securities Act of 1933, confirming that Servotronics meets the necessary requirements for filings on Form S-8.

Form Type: 8-K

Filing Date: 2025-07-01

Corporate Action: Merger

Type: New

Accession Number: 000119312525153570

Filing Summary: On July 1, 2025, Servotronics, Inc. completed a merger with TransDigm Inc., following a tender offer initiated by Merger Sub to acquire all outstanding shares of Servotronics at $47.00 per share. The tender offer, which expired on June 30, 2025, saw 87.09% of shares validly tendered. The merger was executed without stockholder voting under Delaware corporate law, resulting in Servotronics becoming a wholly-owned subsidiary of TransDigm. As a result of the merger, the shares of Servotronics ceased to be traded on NYSE American. The company terminated its financing agreement and equity incentive plan, and the terms of the merger included a new certificate of incorporation and bylaws effective as of the merger date. Changes in company management occurred, with new directors and officers from Merger Sub being appointed immediately. This merger marks a significant corporate restructuring and strategic transaction for both entities.

Form Type: SC 14D9/A

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000119312525153569

Filing Summary: This document is Amendment No. 2 to the Schedule 14D-9 for Servotronics, Inc., which pertains to the tender offer initiated by TDG Rise Merger Sub, Inc., a subsidiary of TransDigm Inc. The tender offer aimed to purchase all outstanding shares of Servotronics' common stock at a price of $47.00 per share. The offer expired on June 30, 2025, with a total of 2,228,197 shares, representing approximately 87.09% of the outstanding shares, validly tendered. Following this, the merger was completed on July 1, 2025, without a vote from Servotronics' stockholders, resulting in Servotronics becoming a wholly owned subsidiary of TDG. The shares will be delisted from NYSE American, and efforts will be made to terminate their registration under the Exchange Act, suspending all reporting obligations.

Form Type: SC TO-T/A

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000119312525153564

Filing Summary: This filing is an amendment to the Tender Offer Statement on Schedule TO related to the acquisition of Servotronics, Inc. by TDG Rise Merger Sub, Inc., a wholly owned subsidiary of TransDigm Inc. As of June 30, 2025, 2,228,197 shares of Servotronics were validly tendered in the offer, representing approximately 87.09% of the outstanding shares. The merger was completed on July 1, 2025, without a vote from Servotronics' stockholders, resulting in Servotronics becoming a wholly owned subsidiary of TransDigm. All remaining shares, except those tendered, treasury stock, and shares of stockholders exercising appraisal rights, will be converted to cash at the offer price of $47.00 per share. The shares will cease trading on the NYSE American and will be delisted following the merger.

Form Type: 8-K

Filing Date: 2025-05-19

Corporate Action: Merger

Type: New

Accession Number: 000143774925017514

Filing Summary: On May 18, 2025, Servotronics, Inc. entered into a Merger Agreement with TransDigm Inc. and its wholly-owned subsidiary, TDG Rise Merger Sub, Inc. The agreement stipulates that Merger Sub will commence a tender offer to purchase all of the outstanding shares of Servotronics' common stock at $38.50 per share in cash. The closing of the transaction is contingent upon the tender of a majority of the shares, among other customary conditions. A joint press release announcing the agreement was issued on May 19, 2025. Additionally, a Tender and Support Agreement was signed with key stockholders, who collectively own about 20.2% of the shares, agreeing to support the tender offer. The Merger Agreement includes provisions regarding termination fees and restrictions on alternative acquisition proposals.

Form Type: SC14D9C

Filing Date: 2025-05-19

Corporate Action: Acquisition

Type: New

Accession Number: 000143774925017515

Filing Summary: This Schedule 14D-9 concerns the proposed acquisition of Servotronics, Inc. by TransDigm Inc. and TDG Rise Merger Sub, Inc. under an Agreement and Plan of Merger dated May 18, 2025. The communication includes a press release dated May 19, 2025, and mentions a tender offer for the outstanding shares of Servotronics' common stock, which has not yet commenced. It outlines the importance for stockholders and investors to read the tender offer materials and solicitation/recommendation statements when available, as they will contain crucial information regarding the transaction. Additionally, the document contains forward-looking statements that detail potential risks and uncertainties regarding the completion of the transaction, including issues related to timing and competing offers.