M&A - SIGMATRON INTERNATIONAL INC

Form Type: 8-K

Filing Date: 2025-05-21

Corporate Action: Merger

Type: New

Accession Number: 000121390025046220

Filing Summary: On May 20, 2025, SigmaTron International, Inc. entered into an Agreement and Plan of Merger with Transom Axis AcquireCo, LLC and Transom Axis MergerSub, Inc. The agreement outlines that Merger Sub will commence a tender offer to acquire all outstanding shares of SigmaTron's common stock at a price of $3.02 per share. The Board of Directors unanimously approved the merger, determining it to be in the best interest of the company and its shareholders. Shareholders are recommended to tender their shares. The agreement includes financial arrangements, conditions for the tender offer, and no-shop restrictions preventing SigmaTron from pursuing alternative proposals unless under specific circumstances. Furthermore, it discusses the treatment of stock options and warrants upon the merger. Parent is required to secure $95 million from an equity investor to fund the Merger.