Tender Offer - SIGMATRON INTERNATIONAL INC

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Form Type: SC TO-C

Filing Date: 2025-05-21

Corporate Action: Tender-offer

Type: New

Accession Number: 000114036125019980

Filing Summary: SigmaTron International, Inc. is preparing for a tender offer for its outstanding common stock as part of an acquisition by Transom Axis MergerSub, LLC, a wholly owned subsidiary of Transom Axis AcquireCo, LLC. This tender offer is preliminary and set to commence following the execution of the Merger Agreement dated May 20, 2025. No shares will be purchased nor offers solicited until the tender offer materials are filed with the SEC. This filing serves as an informative communication and is not an official offer. The anticipated timeline and synergies from the merger may encounter risks and uncertainties, which could affect completion, stockholder participation, and overall expectations. The offer details and implications for stockholders will be made available through the company's website and SEC's website once the tender offer begins.

Additional details:

Names Of Filing Persons: Transom Axis MergerSub, LLC

Names Of Filing Persons Parent: Transom Axis AcquireCo, LLC

Names Of Filing Persons Other: Transom Axis TopCo, LLC, Transom Capital Fund IV, L.P.

Title Of Class Of Securities: Common Stock

Cusip Number: 82661L 101

Address Of Authorized Person: 100 N. Pacific Coast Highway, Suite 1725, El Segundo, California 90245

Telephone Of Authorized Person: +1 (310) 407-0940

Date Of Merger Agreement: 2025-05-20

Website For Materials: https://sigmatronintl.com/investors/

Sec Website: www.sec.gov

Exhibit Index Description: Press Release, dated May 21, 2025

Form Type: SC14D9C

Filing Date: 2025-05-21

Corporate Action: Tender-offer

Type: New

Accession Number: 000121390025046234

Filing Summary: This document is a Solicitation/Recommendation Statement under Rule 14d-101 regarding the planned tender offer by Transom Axis AcquireCo, LLC and Transom Axis Merger Sub, Inc. for all outstanding shares of common stock of SigmaTron International, Inc. The offer is set to commence pursuant to a merger agreement dated May 20, 2025. Upon completion of the offer, Merger Sub will merge with the Company, with SigmaTron continuing as a wholly owned subsidiary of Parent. It outlines that preliminary communications regarding the tender offer were made on May 21, 2025, and includes references to a press release and a FAQ document sent to employees. The tender offer has not yet commenced and this communication serves merely for informational purposes. Important disclosures regarding the tender offer will be available to stockholders via both the Company's website and the SEC's website.

Additional details:

Person Filing Statement: SIGMATRON INTERNATIONAL, INC.

Common Stock Par Value: $0.01

Issuer Name: SIGMATRON INTERNATIONAL, INC.

Transaction Type: merger

Transaction Price: not provided

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