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Transom Capital Group, LLC, an operationally focused middle-market private equity firm, and SigmaTron International, Inc., an electronic manufacturing services company, announced that they have entered into a merger agreement pursuant to which an affiliate of Transom will acquire the Company.
Under the terms of the merger agreement, which has been unanimously approved by the Company’s Board of Directors, an affiliate of Transom will commence a tender offer to acquire all outstanding shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), for $3.02 per share in cash, representing a total enterprise value of approximately $83 million. The purchase price represents a premium of approximately 134% over the Company’s closing market price on May 20, 2025, and approximately 136% over the Company’s 30-day volume-weighted average price.
“We are excited to partner with the SigmaTron team to support the next chapter of growth,” said Russ Roenick, Co-Founder and Managing Partner at Transom. “For decades, the Company has built a strong foundation, with its electronic manufacturing expertise, deep customer relationships, and a proven track record of delivering value. We look forward to working alongside management to build on that legacy and position the business for long-term success.”
Transaction Details
The transaction is expected to close during the third quarter of 2025, subject to the successful completion of the tender offer and other customary closing conditions. Following completion of the merger, the Company will be wholly owned by Transom and its shares will no longer be listed on Nasdaq.
The transaction is subject to the Company’s stockholders validly tendering shares of Common Stock representing at least a majority of the voting power of the Company and other customary closing conditions.
Following the successful closing of the tender offer, an affiliate of Transom will acquire any shares of the Company that are not tendered in the tender offer through a second-step merger for the same consideration as paid in the tender offer.
The Company’s Board of Directors unanimously recommends that the Company’s stockholders tender their shares in the tender offer.
Further information regarding the terms and conditions in the definitive transaction agreement will be provided in the tender offer materials on Schedule TO and Schedule 14D-9, which will be filed with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the transaction.
