Tender Offer - SERVOTRONICS INC /DE/
Form Type: SCHEDULE 13D/A
Filing Date: 2025-07-02
Corporate Action: Tender-offer
Type: Update
Accession Number: 000191567325000037
Filing Summary: Amendment No. 6 to Schedule 13D filed by Star Equity Fund, LP details a tender offer by TDG Rise Merger Sub, Inc., a wholly owned subsidiary of TransDigm Inc., to purchase all outstanding shares of Servotronics, Inc. at a price of $47.00 per share. This offer relates to the Agreement and Plan of Merger dated May 18, 2025, amended on May 28, 2025. As of July 2, 2025, Star Equity Fund reported beneficial ownership of 0 shares, indicating a cessation of beneficial ownership of more than five percent, necessitating this exit filing. The document includes a press release regarding the investment activities and states that no transactions have occurred in shares over the past 60 days, aside from those specified in Schedule A. All parties involved have not maintained any significant voting or disposal power over shares held. The exhibits include a Schedule A and a press release dated June 30, 2025.
Additional details:
Common Stock Par Value: $0.20
Purchase Price Per Share: $47.00
Total Shares Outstanding: 2,556,502
Last Reported Date: 2025-04-17
Beneficial Ownership Percentage: 0.0%
Exit Filing Effective Date: 2025-06-30
Exhibits: ["Schedule A","Press Release"]
Form Type: SC 14D9/A
Filing Date: 2025-06-16
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525141127
Filing Summary: The document serves as an amendment to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Servotronics, Inc. on June 2, 2025, regarding the tender offer made by TDG Rise Merger Sub, Inc. to acquire all outstanding shares of Servotronics, Inc. at a price of $47.00 per share. The amendment provides updates, including the dismissal of a complaint alleging misrepresentation and breach of fiduciary duties against the company and its board of directors, which had sought injunctions and damages. Furthermore, the document discusses several demand letters from stockholders claiming deficiencies in the company’s disclosure. Servotronics believes the claims lack merit but will supplement disclosures to alleviate concerns. The document also includes updates on employment agreements and analyses conducted by Houlihan Lokey regarding the financial aspects of the transaction, comparing Servotronics' Offer to other market multiples and presenting projected financial data. The filing date indicates updates on ongoing legal proceedings and the conclusion of advisory services engaged by the company.
Additional details:
Employment Agreements: No current executive officers have entered into new agreements regarding retention with the Purchaser.
Complaints: A complaint was filed alleging violations of fiduciary duties; the defendants believe the claims are without merit.
Purchase Price: $47.00 per Share
Financial Advisor: Houlihan Lokey was engaged as the financial advisor and is set to receive approximately $8.5 million for their services.
Transaction Reference Range: The proposed Transaction Consideration was compared against various analyses indicating higher implied per share values based on the selected companies analysis.
Form Type: SC TO-T/A
Filing Date: 2025-06-16
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525141275
Filing Summary: Amendment No. 1 to the Tender Offer Statement on Schedule TO filed by TDG Rise Merger Sub, Inc., TransDigm Inc., and TransDigm Group Incorporated. This amendment relates to the offer by Purchaser to buy all outstanding shares of common stock of Servotronics, Inc. at a price of $47.00 per share in cash. This document provides updates regarding ongoing litigation related to the tender offer, including a complaint filed in New York against Servotronics and its Board alleging breaches of fiduciary duties regarding disclosure deficiencies in a prior filing. The offer is subject to operational conditions and includes the possibility of injunctive relief if the legal complaints are sustained. The defendants in the litigation maintain that the allegations are without merit. The filing recounts various aspects of the tender offer and any changes made since the initial filing on June 2, 2025.
Additional details:
Offer Price: 47.00
Cusip Number: 817732100
Form Type: SC 14D9
Filing Date: 2025-06-02
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525132807
Filing Summary: Servotronics, Inc. has initiated a tender offer by TDG Rise Merger Sub, Inc., a wholly owned subsidiary of TransDigm Inc., to purchase all outstanding shares of the company's common stock at a price of $47.00 per share. The offer is pursuant to a Merger Agreement dated May 18, 2025, amended on May 28, 2025. The offer is set to expire on June 30, 2025, unless extended. Conditions of the offer include the valid tendering of a majority of shares and the non-termination of the Merger Agreement. Upon completing the tender offer, a merger will occur where Servotronics will become a wholly-owned subsidiary of TransDigm. The document also discusses various interests of executive officers and directors, treatments of shares, restricted equity awards, and potential severance benefits after a change in control. The recommendation from the Servotronics Board is for stockholders to accept the offer and tender their shares. All relevant filings and the detailed Merger Agreement are incorporated into this statement for stockholders' review.
Additional details:
Tender Offer Price: 47
Offer Expiration Date: 2025-06-30
Merger Agreement Date: 2025-05-18
Amendment Date: 2025-05-28
Total Shares Outstanding: 2556502
Performance Share Units: 52689
Form Type: SC TO-T
Filing Date: 2025-06-02
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525132796
Filing Summary: On June 2, 2025, TDG Rise Merger Sub, Inc., a wholly owned subsidiary of TransDigm Inc., announced a tender offer to purchase all outstanding shares of common stock of Servotronics, Inc. at a price of $47.00 per share. The tender offer relates to 2,556,502 shares that were reported as outstanding as of May 30, 2025. The transaction is part of a merger agreement dated May 18, 2025, which has been amended as of May 28, 2025. The filing is under Schedule TO as it pertains to a third-party tender offer subject to Rule 14d-1. Copies of the Offer to Purchase and related documents are filed as exhibits to this statement.
Additional details:
Subject Company Name: Servotronics, Inc.
Offer Price: $47.00
Cusip Number: 817732100
Number Of Shares Outstanding: 2,556,502
Principal Executive Offices Address: 1110 Maple Street, Elma, New York 14059
Contact Person Name: Jessica L. Warren
Contact Person Title: General Counsel, Chief Compliance Officer, and Secretary
Contact Person Phone Number: (216) 706-2960
Form Type: 8-K
Filing Date: 2025-05-29
Corporate Action: Tender-offer
Type: Update
Accession Number: 000143774925018732
Filing Summary: On May 28, 2025, Servotronics, Inc. entered into Amendment No. 1 to the Agreement and Plan of Merger with TransDigm Inc. and TDG Rise Merger Sub, Inc. The Amendment increases the tender offer price for Servotronics’ common stock from $38.50 to $47.00 per share in cash. Additionally, the termination fee for the Company was raised from $5,000,000 to $12,500,000, alongside a $25,000,000 reverse termination fee payable to the Company by the Parent under certain conditions. This Amendment follows an unsolicited acquisition proposal received by the Company, which was deemed not to be a superior proposal by the Board of Directors. A press release regarding the Amendment was issued on May 29, 2025, detailing these changes and cautioning investors that the tender offer has not yet commenced and that further information will be disclosed in upcoming filings with the SEC.
Additional details:
Item 1: Merger Agreement Amendment
Item 2: Tender Offer Price Increased
Item 3: Termination Fee Increased
Item 4: Reverse Termination Fee Established
Item 5: Unsolicited Acquisition Proposal Received
Form Type: SC14D9C
Filing Date: 2025-05-29
Corporate Action: Tender-offer
Type: New
Accession Number: 000143774925018733
Filing Summary: This document is a Solicitation/Recommendation Statement regarding a proposed acquisition of Servotronics, Inc. under an Agreement and Plan of Merger dated May 18, 2025. The acquisition involves TransDigm Inc. and its subsidiary TDG Rise Merger Sub, Inc. A press release dated May 29, 2025, outlines details of the transaction, although the tender offer for the outstanding shares has not yet commenced. This communication serves to inform shareholders and investors about the upcoming tender offer and encourages them to read the tender offer statement and related documents that will be filed with the SEC. It highlights the importance of understanding the potential benefits and risks associated with the proposed transaction, including possible competing offers and uncertainties related to shareholder participation in the tender offer. Furthermore, it includes cautionary notes regarding forward-looking statements related to the acquisition and its timeline.
Additional details:
Press Release Date: 2025-05-29
Agreement Date: 2025-05-18
Parent Company: TransDigm Inc.
Purchaser: TDG Rise Merger Sub, Inc.
Form Type: SC TO-C
Filing Date: 2025-05-19
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525122145
Filing Summary: TDG Rise Merger Sub, Inc., a wholly owned subsidiary of TransDigm Inc., intends to initiate a tender offer for all outstanding shares of common stock of Servotronics, Inc. This announcement serves as a preliminary communication following the signing of the Agreement and Plan of Merger on May 18, 2025. The planned offer is not yet commenced, and will involve mailings of offer materials to Servotronics stockholders upon commencement. Key documents will be filed with the SEC, including an offer to purchase and a solicitation/recommendation statement. Stockholders are encouraged to read these materials carefully as they will contain critical information regarding the terms and conditions of the tender offer. There are forward-looking statements that suggest uncertainties that could affect the completion of the transaction.
Additional details:
Issuer: SERVOTRONICS, INC.
Offeror: TDG RISE MERGER SUB, INC.
Parent Of Offeror: TRANSDIGM INC.
Parent Of Parent: TRANSDIGM GROUP INCORPORATED
Stock Class: Common Stock
Cusp Number: 817732100
Legal Counsel: Baker & Hostetler LLP
Contact Person: Jessica L. Warren
Contact Phone: (216) 706-2960
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