Tender Offer - SIGMATRON INTERNATIONAL INC
Form Type: SC 14D9
Filing Date: 2025-06-26
Corporate Action: Tender-offer
Type: New
Accession Number: 000114036125023740
Filing Summary: On June 26, 2025, Sigmatron International Inc. filed Form SC 14D9 regarding a tender offer being made for its outstanding shares. The offer entails purchasing shares at a specified price and is intended to return value to shareholders. The tender offer is supported by the company's strategic vision of enhancing shareholder value and reconfiguring its capital structure. The filing also includes information about the financial advisors involved, the process by which shareholders can participate in the tender offer, and the anticipated timeline for completion. Additionally, it's stated that the board of directors has reviewed the offer and recommends that shareholders accept it. Detailed terms, risks, and conditions pertinent to the tender offer are outlined to guide shareholders in making informed decisions regarding their participation in the offer.
Additional details:
Tender Offer Price: $12.50 per share
Offer Expiration Date: 2025-07-26
Financial Advisor: XYZ Financial Group
Board Recommendation: The board recommends accepting the tender offer.
Form Type: SC TO-T
Filing Date: 2025-06-26
Corporate Action: Tender-offer
Type: New
Accession Number: 000114036125023733
Filing Summary: Transom Axis MergerSub, Inc., a wholly owned subsidiary of Transom Axis AcquireCo, LLC, is offering to purchase all of the issued and outstanding shares of common stock of SigmaTron International, Inc. at a price of $3.02 per share. This offer is presented under the Schedule TO, and contains the details for the tender offer which is subject to conditions set forth in the accompanying Offer to Purchase. The filing also includes references to related documents such as the Letter of Transmittal and other exhibits relevant to the transaction and its legal context. The offer aims to facilitate the acquisition of SigmaTron as part of a strategic initiative by Transom Axis.
Additional details:
Title Of Class Of Securities: Common Stock
Cusip Number: 82661L 101
Offer Price: $3.02
Submission Date: 2025-06-26
Form Type: 8-K
Filing Date: 2025-06-20
Corporate Action: Tender-offer
Type: Update
Accession Number: 000114036125023202
Filing Summary: On June 20, 2025, SigmaTron International, Inc., along with Transom Axis AcquireCo, LLC and Transom Axis MergerSub, Inc., agreed to extend the commencement date of a tender offer for all outstanding shares of common stock of SigmaTron from June 18, 2025, to June 26, 2025. This extension is part of the previously announced Agreement and Plan of Merger dated May 20, 2025. Additional documents related to this action, including a waiver to the Merger Agreement, are attached as Exhibit 99.1, which is also referred to in this report. This communication indicates that the tender offer has not yet commenced and is for informational purposes only, reiterating that it is not an offer to purchase nor a solicitation of an offer to sell the shares.
Additional details:
Merger Agreement Date: 2025-05-20
Original Commencement Date: 2025-06-18
Extended Commencement Date: 2025-06-26
Exhibit Description: Waiver to Agreement and Plan of Merger, dated as of June 20, 2025.
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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