ESCO to acquire Megger Group for $2.35B in cash and stock, financed with up to $1.5B debt

ESCO TECHNOLOGIES INC

Purchase price ~$2.35B: $922M cash plus 5.1M shares of ESCO common stock.
Debt financing commitment up to $1.5B from JPMorgan; bridge and backstop facilities arranged.
Closing subject to HSR, CFIUS, DCSA approvals and foreign merger control; outside date Apr 15, 2027.
Post-closing shareholder agreement grants TBG board seat, 12-month share lock-up, standstill provisions.
Consideration Shares issued as unregistered securities under Section 4(a)(2) of the Securities Act.

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