SIGMATRON INTERNATIONAL INC: M&A transaction — SigmaTron acquired by Transom Capital for $3.02/share; stock delisted

SIGMATRON INTERNATIONAL INC

Transom Capital completed tender offer and merger; purchase price $3.02 per share in cash.
71.9% of outstanding shares (4,401,189) validly tendered; offer expired July 24, 2025.
Merger closed July 28, 2025; SigmaTron now wholly owned subsidiary of Transom affiliate.
Common stock ceased trading on Nasdaq; company will file Form 15 to deregister.
All directors except Gary Fairhead resigned; new directors appointed by Transom.

item 1.02 item 2.01 item 3.01 item 3.03 item 5.01 item 5.03 item 5.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

SIGMATRON INTERNATIONAL INC: Bylaws amended and restated in their entirety upon merger effective time.

Change: bylaw amendment

Exact text from the filing

the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

SIGMATRON INTERNATIONAL INC: Certificate of incorporation amended and restated in its entirety upon merger effective time.

Change: charter amendment

Exact text from the filing

the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

SIGMATRON INTERNATIONAL INC underwent a change of control involving Transom Axis AcquireCo, LLC (Parent) and Transom Axis MergerSub, Inc. (Purchaser) for $3.02 per share in cash (closed 2025-07-28).

Action: change of control
Counterparty: Transom Axis AcquireCo, LLC (Parent) and Transom Axis MergerSub, Inc. (Purchaser)
Consideration: $3.02 per share in cash
Closing: 2025-07-28

Exact text from the filing

capture new industry opportunities.” Transaction Details Transom’s tender offer to acquire all issued and outstanding shares of SigmaTron’s common stock, at a purchase price of $3.02 per share in cash, expired as scheduled at one minute after 11:59 p.m., Eastern Time, on July 24, 2025, and was not extended. Equiniti Trust Company, LLC, the depositary and

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Source: SEC EDGAR

accession 0001140361-25-027489

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