Cicor to Acquire UK-Based TT Electronics With Board Support

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Cicor is a globally active provider of full-cycle electronic solutions (EMS) for the healthcare technology, industrial, and aerospace & defense sectors. TT is a UK-based, London Stock Exchange-listed global provider of engineered electronics for performance critical applications. Cicor announced its firm intention to acquire TT. Under the terms of the offer, TT shareholders will receive 100 pence in cash and 0.0028 Cicor shares per TT share, representing 55 pence based on Cicor’s share price as at 29 October 2025. The total transaction equity value amounts to approximately CHF 303 million (equivalent to £ 287 million). The Board of Directors of TT has expressed its unanimous support for the offer. TT shareholders are expected to vote on the transaction in December 2025.

If TT shareholders approve the offer from Cicor to be implemented by a scheme of arrangement in the UK and the other conditions to the transaction are satisfied, this will pave the way for the creation of the largest, pure play, global EMS business in the high mix, low volume segment. The strength of TT’s capabilities as an EMS provider, together with engineering of power systems and manufacturing of custom components (cable assemblies, magnetic components and human machine interfaces), as well as the highly strategic fit across focused end applications, make TT a strategic partner for Cicor.

The acquisition fits squarely with Cicor’s long-term strategy: to grow in the fragmented high mix low volume EMS sector through innovation, to grow customer partnerships in key geographies and significant growth sectors, and to build a differentiated, high-value electronics group focused on demanding stringent specifications and complex technical applications.

The focus will remain on the industrial, aerospace & defense (A&D) and healthcare technology end markets. Together, the two companies expect to generate revenues greater than CHF 1.2 billion and feature sector-leading EBITDA margins.

The Cicor Directors believe that the acquisition presents a highly compelling strategic rationale, while offering upfront value to TT shareholders and a significant additional value creation opportunity for shareholders of the enlarged Cicor Group, including through the following advantages:

• Creation of the leading global, pure play, EMS business in the high mix low volume segment with expanded technical and manufacturing capabilities and a diversified footprint
• Creation of an agile and competitive platform that will accelerate organic growth
• Significantly enhanced financial profile, with strong synergy potential

Builds on Cicor’s proven playbook of successfully acquiring and integrating businesses; creating a stronger platform for selected, high quality acquisition opportunities

The combined group will remain listed on the SIX Swiss Exchange and TT will delist from the London Stock Exchange after completion of the transaction. Daniel Frutig (Chairman of Cicor), Alexander Hagemann (CEO) and Peter Neumann (CFO) will retain their current roles in the combined group. Eric Lakin (CEO of TT) is expected to join the combined group management team and play a key role in the integration process. Cicor intends to propose the appointment of one non-executive director from TT’s Board to the Cicor Board at its next AGM, with such appointment to take effect at completion of the acquisition. The remaining non-executive directors of TT will step down upon completion of the transaction.

Cicor and the Board of TT have agreed on the terms of the acquisition. The offer values each TT share at 155 pence, with a cash component of 100 pence and a share component of 55 pence, based on the Cicor’s share price and the prevailing GBP/CHF exchange rate the day prior to the announcement.

The cash consideration payable under the offer will be financed by debt to be incurred by Cicor under a committed bridge facility.

Immediately following completion of the acquisition, TT shareholders are expected to own approximately 10% of the enlarged Cicor Group.

TT shareholders are expected to vote on the offer in December 2025. The successful transaction requires approval by TT shareholders representing >50% by number and >75% by value of those voting. The transaction will be implemented by way of a UK scheme of arrangement under the UK Takeover Code. The transaction remains subject to customary conditions, including approval by TT shareholders, sanction of the scheme by the UK court, regulatory approvals in various jurisdictions, and admission to trading of the new Cicor shares on SIX Swiss Exchange. No approval from Cicor shareholders is required. Completion of the transaction is expected in H1 2026.