Shareholders of TT Electronics Decline Offer from Cicor

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At the Court and General Meetings of TT Electronics Plc (TT), shareholders declined the offer proposed by Cicor Technologies Ltd., which was fully supported by TT’s board of directors.

At Court and General Meetings of TT held today, the required majority of 75% of votes present and cast for Cicor's offer was not achieved. The approval of the scheme of arrangement dated 25 November 2025, in accordance with Rule 2.7 of the UK Takeover Code, was the sole item on the agenda. Consequently, the proposed acquisition by way of a scheme of arrangement will not proceed.

Alexander Hagemann, CEO of Cicor, said: “We regret that our offer did not receive the required 75% majority and thus the scheme of arrangement has lapsed. We continue to believe the two companies have an excellent strategic and financial fit and that the industrial logic of combining Cicor and TT is strong. I am pleased that a majority of TT shareholders share that view. However, we were always transparent about the financial discipline that is paramount to successfully delivering on Cicor's value-accretive M&A strategy”.

As a consequence of the termination of the acquisition, approximately CHF 5 million of transaction costs that would have been capitalized will be recognized as operating expenses, and approximately CHF 2 million as financial expenses in the income statement 2025. These costs primarily relate to advisory fees, regulatory clearances and bridge financing. With this additional one-time negative effect, the company has to revise the 2025 full-year guidance. The reported EBITDA is now expected to reach CHF 53 to CHF 57 million (previous guidance: CHF 58 to CHF 62 million), while adjusted for CHF 10 million one-off effects Cicor still expects EBITDA of between CHF 63 to CHF 67 million.