TransDigm closes $47 cash takeover of Servotronics as 87% shares tender

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[SC 14D9/A] Servotronics, Inc. Amended Tender Offer Recommendation

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[SC 14D9/A] Servotronics, Inc. Amended Tender Offer Recommendation

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[SC 14D9/A] Servotronics, Inc. Amended Tender Offer Recommendation

Insights

M&A Specialist positive

Portfolio Manager neutral

FAQ

Q: How many Servotronics (SVT) shares were tendered in the TransDigm offer?

Q: What is the cash consideration Servotronics shareholders will receive?

Q: When was the merger between TransDigm and Servotronics completed?

Q: Will SVT shares continue trading after the transaction?

Q: What options remain for shareholders who did not tender their SVT shares?

Q: Why was no shareholder vote required to approve the merger?

How many Servotronics (SVT) shares were tendered in the TransDigm offer?

What is the cash consideration Servotronics shareholders will receive?

When was the merger between TransDigm and Servotronics completed?

Will SVT shares continue trading after the transaction?

What options remain for shareholders who did not tender their SVT shares?

Why was no shareholder vote required to approve the merger?

How many Servotronics (SVT) shares were tendered in the TransDigm offer?

What is the cash consideration Servotronics shareholders will receive?

When was the merger between TransDigm and Servotronics completed?

Will SVT shares continue trading after the transaction?

What options remain for shareholders who did not tender their SVT shares?

Why was no shareholder vote required to approve the merger?

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How many Servotronics (SVT) shares were tendered in the TransDigm offer?

What is the cash consideration Servotronics shareholders will receive?

When was the merger between TransDigm and Servotronics completed?

Will SVT shares continue trading after the transaction?

What options remain for shareholders who did not tender their SVT shares?

Why was no shareholder vote required to approve the merger?

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2,228,197 shares, representing approximately 87.09% of shares outstanding.

Each share is entitled to $47.00 in cash, net of taxes and without interest.

The short-form merger closed on 1 July 2025 under Delaware Section 251(h).

No. The shares will be delisted from NYSE American and registration under the Exchange Act will be terminated.

Non-tendering holders receive the same $47 cash per share unless they have properly demanded appraisal under Delaware law.

TransDigm used a Section 251(h) DGCL short-form merger, permitted after acquiring a majority of shares via tender.

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

SC 14D9/A

Rhea-AI Filing Summary

Servotronics (SVT) has reached the end of its life as an independent public company. Amendment No. 2 to the Schedule 14D-9 confirms that TransDigm鈥檚 wholly-owned subsidiary, TDG Rise Merger Sub, successfully closed its cash tender offer at $47.00 per share.

The offer expired one minute after 11:59 p.m. ET on 30 Jun 2025, with 2,228,197 shares (鈮�87.09% of shares outstanding) validly tendered and not withdrawn, satisfying the minimum condition.
All tendered shares were irrevocably accepted for payment; Computershare will promptly remit cash consideration.
On 1 Jul 2025, TransDigm consummated a Section 251(h) short-form merger; Servotronics survived as a wholly-owned subsidiary and Purchaser ceased to exist.
Every remaining SVT share (other than treasury, Parent-owned, or perfected appraisal shares) was automatically converted into the right to receive the same $47.00 cash merger consideration.
The company will be delisted from NYSE American, and TransDigm intends to terminate SVT鈥檚 Exchange Act registration, ending public reporting.

For investors, the filing removes closing risk, confirms the cash payout timetable, and signals the loss of ongoing liquidity or disclosure for any residual holders that pursue appraisal rights.

Servotronics (SVT)電� 霃呺鞝侅澑靸侅灔須岇偓搿滌劀鞚� 靸濎潉毵堦皭頄堨姷雼堧嫟. Schedule 14D-9鞚� 靾橃爼鞎� 2順鸽姅 TransDigm鞚� 鞝勳暋於滌瀽鞛愴殞靷澑 TDG Rise Merger Sub臧€ 欤茧嫻 47.00雼煬 順勱笀瓿店皽毵れ垬鞝滌晥鞚� 靹标车鞝侅溂搿� 毵堦皭頄堨潓鞚� 頇曥澑頃╇媹雼�.

鞝滌晥鞚€ 2025雲� 6鞗� 30鞚� 霃欕秬鞁滉皠鞓ろ泟 11鞁� 59攵� 1攵� 頉勳棎毵岆霅橃棃鞙茧┌, 2,228,197欤�(氚滍枆欤检嫕鞚� 鞎� 87.09%)臧€ 鞙犿毃頃橁矊鞝滌稖霅橁碃觳犿殞霅橃 鞎婌晞斓滌唽臁瓣贝鞚� 於╈”頄堨姷雼堧嫟.
氇摖鞝滌稖霅� 欤检嫕鞚€ 須岇垬攵堦皜電ロ晿瓴� 歆€攵堨澊鞀轨澑霅橃棃鞙茧┌, Computershare臧€ 鞁犾啀頌� 順勱笀雽€旮堨潉靻￡笀頃� 鞓堨爼鞛呺媹雼�.
2025雲� 7鞗� 1鞚�, TransDigm電� 靹轨厴 251(h) 雼稌頃╇硲鞚� 鞕勲頄堨溂氅�, Servotronics電� 鞕勳爠鞛愴殞靷 臁挫啀頃橁碃毵れ垬鞛愲姅靻岆└霅橃棃鞀惦媹雼�.
雮晞鞛堧姅氇摖 SVT 欤检嫕(鞛愳偓欤�, 氇殞靷� 靻岇湢欤检嫕霕愲姅鞕勳劚霅� 韽夑皜甓� 欤检嫕鞝滌櫢)鞚€ 鞛愲彊鞙茧 霃欖澕頃� 欤茧嫻 47.00雼煬順勱笀頃╇硲雽€旮� 靾橂牴甓岆Μ搿� 鞝勴櫂霅橃棃鞀惦媹雼�.
须岇偓电� NYSE American鞐愳劀靸侅灔韽愳霅橂┌, TransDigm電� SVT鞚� Exchange Act 霌彪鞚� 膦呺頃橃棳瓿店皽氤搓碃毳� 欷戨嫧頃� 瓿勴殟鞛呺媹雼�.

韴瀽鞛愳棎瓴� 鞚措矆鞝滌稖鞚€ 瓯半灅膦呺 鞙勴棙鞚� 鞝滉卑頃橁碃順勱笀歆€旮� 鞚检爼頇曥澑頃橂┌, 韽夑皜甓岇潉頄夓偓頃橂姅鞛旍棳欤检＜鞐愱矊歆€靻嶌爜鞚� 鞙犽彊靹� 霕愲姅瓿奠嫓靸侅嫟鞚� 鞎岆雼堧嫟.

Positive

87.09% of outstanding shares tendered, decisively meeting the minimum condition and ensuring closing.
$47.00 per-share all-cash consideration provides immediate, risk-free liquidity to shareholders.
Merger completed on 1 Jul 2025, only one day after offer expiration, eliminating timeline uncertainty.

Negative

SVT will be delisted from NYSE American, ending public market liquidity for any remaining minority holders.
Termination of Exchange Act registration removes ongoing disclosure, reducing transparency for appraisal-focused investors.

TL;DR: Deal closed: 87% tendered, $47 cash paid, SVT delists鈥攃ertainty replaces risk.

The amendment delivers definitive closing metrics. Achieving 87.09% tenders comfortably clears the usual 50%+minimum, eliminating the need for a shareholder vote. Execution of a 251(h) merger within 24 hours of offer expiration reflects a well-orchestrated timetable and limits deal-break exposure. For arbitrageurs, spread is now harvested; funds can redeploy. The $47 consideration becomes fully enforceable even for non-tendering holders, save for appraisal electors, further de-risking exit value. From TransDigm鈥檚 perspective, operational integration can begin immediately without public-company compliance costs. Overall, the disclosure is materially positive for SVT shareholders and neutral to TDG鈥檚 leverage profile at this stage.

TL;DR: Cash exit positive; post-merger liquidity and information disappear鈥攁ct promptly.

Investors now face a binary choice: accept the $47 cash (if not already tendered) or pursue Delaware appraisal, a costly and uncertain route. Once SVT is delisted and deregistered, residual holders lose daily price discovery and SEC filings, complicating portfolio valuation and exit routes. The certainty of payment and removal of market volatility are benefits, but the absence of upside participation caps returns. Given the limited incremental premium available through appraisal and the administrative burden, most managers will regard the transaction as effectively closed and reallocate capital. Impact on diversified portfolios is modest; on a single-name basis, the event is positive but final.

鞝滌晥鞚€ 2025雲� 6鞗� 30鞚� 霃欕秬鞁滉皠鞓ろ泟 11鞁� 59攵� 1攵� 頉勳棎毵岆霅橃棃鞙茧┌, 2,228,197欤�(氚滍枆欤检嫕鞚� 鞎� 87.09%)臧€ 鞙犿毃頃橁矊鞝滌稖霅橁碃觳犿殞霅橃 鞎婌晞斓滌唽臁瓣贝鞚� 於╈”頄堨姷雼堧嫟.
氇摖鞝滌稖霅� 欤检嫕鞚€ 須岇垬攵堦皜電ロ晿瓴� 歆€攵堨澊鞀轨澑霅橃棃鞙茧┌, Computershare臧€ 鞁犾啀頌� 順勱笀雽€旮堨潉靻￡笀頃� 鞓堨爼鞛呺媹雼�.
2025雲� 7鞗� 1鞚�, TransDigm電� 靹轨厴 251(h) 雼稌頃╇硲鞚� 鞕勲頄堨溂氅�, Servotronics電� 鞕勳爠鞛愴殞靷 臁挫啀頃橁碃毵れ垬鞛愲姅靻岆└霅橃棃鞀惦媹雼�.
雮晞鞛堧姅氇摖 SVT 欤检嫕(鞛愳偓欤�, 氇殞靷� 靻岇湢欤检嫕霕愲姅鞕勳劚霅� 韽夑皜甓� 欤检嫕鞝滌櫢)鞚€ 鞛愲彊鞙茧 霃欖澕頃� 欤茧嫻 47.00雼煬順勱笀頃╇硲雽€旮� 靾橂牴甓岆Μ搿� 鞝勴櫂霅橃棃鞀惦媹雼�.
须岇偓电� NYSE American鞐愳劀靸侅灔韽愳霅橂┌, TransDigm電� SVT鞚� Exchange Act 霌彪鞚� 膦呺頃橃棳瓿店皽氤搓碃毳� 欷戨嫧頃� 瓿勴殟鞛呺媹雼�.

07/01/2025 - 09:12 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Rule 14d-101)

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

(Amendment No. 2)

Servotronics, Inc.

(Name of Subject Company)

Servotronics, Inc.

(Name of Person(s) Filing Statement)

Common Stock, par value $0.20 per share

(Title of Class of Securities)

817732100

(CUSIP Number of Class of Securities)

William F. Farrell, Jr.

Chief Executive Officer

Servotronics, Inc.

1110 Maple Street

Elma, New York 14059-0300

(716) 655-5990

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)

With a copy to:

Michael C. Donlon, Esq.

Bond, Schoeneck & King, PLLC

200 Delaware Avenue, Suite 900

Buffalo, New York 14202

(716) 416-7000

☐

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Explanatory Note

This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 of Servotronics, Inc., a Delaware corporation (the “Company” or “Servotronics”), filed with the United States Securities and Exchange Commission (the “SEC”) on June 2, 2025 (together with the exhibits or annexes thereto, and as amended or supplemented from time to time, the “Schedule 14D-9”). The Schedule 14D-9 relates to the tender offer (the “Offer”) made by TDG Rise Merger Sub, Inc. (“Purchaser”), a Delaware corporation and wholly-owned subsidiary of TransDigm Inc. (“Parent”), a Delaware corporation and wholly owned subsidiary of TransDigm Group Incorporated, a Delaware corporation (“TDG”), to purchase all of the outstanding shares of the Company’s common stock, par value $0.20 per share (each a “Share,” and collectively, the “Shares”), at a purchase price of $47.00 per Share, payable net to the seller in cash, without interest, subject to any withholding of taxes required by applicable law, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 2, 2025, and in the related Letter of Transmittal. The Offer is described in a Tender Offer Statement on Schedule TO, filed by TDG, Parent and Purchaser with the SEC on June 2, 2025 (together with the exhibits or annexes thereto, and as amended or supplemented from time to time, the “Schedule TO”).

Capitalized terms used but not otherwise defined in this Amendment No. 2 have the meanings given to them in the Schedule 14D-9.

The information in the Schedule 14D-9 is incorporated by reference into this Amendment No. 2, except that such information is amended and supplemented to the extent specifically provided in this Amendment No. 2. Nothing in these supplemental disclosures shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. This Amendment No. 2 should be read in conjunction with the Schedule 14D-9, and the Schedule 14D-9 should be read in its entirety.

Item 8.

Additional Information.

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following new section immediately following the section captioned “Annual and Quarterly Reports”:

Final Results of the Offer and Completion of the Merger

The Offer expired one minute after 11:59 p.m. Eastern Time, on June 30, 2025 (such date and time, the “Expiration Time”). Computershare Trust Company, N.A., in its capacity as depositary and paying agent for the Offer, advised that, as of the Expiration Time, a total of 2,228,197 Shares were validly tendered and not validly withdrawn pursuant to the Offer, which Shares represent approximately 87.09% of the Shares outstanding as of the Expiration Time. As of the Expiration Time, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer, satisfied the Minimum Condition. After the expiration of the Offer, Purchaser irrevocably accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer. Purchaser will promptly pay for all such Shares.

As the final step of the acquisition process, TDG completed its acquisition of Servotronics by consummating the Merger on July 1, 2025, in accordance with Section 251(h) of the DGCL without a vote of Servotronics’ stockholders. At the Effective Time of the Merger, Purchaser was merged with and into Servotronics, the separate existence of Purchaser ceased, and Servotronics continued as the Surviving Corporation and a wholly owned subsidiary of TDG. Each issued and outstanding Share (other than (i) Shares that were held in the treasury of Servotronics, (ii) Shares then held by Purchaser and (iii) Shares with respect to which the holders thereof have properly exercised and perfected demands for appraisal of such shares in accordance with Section 262 the DGCL) was converted automatically into and thereafter represent only the right to receive the Merger Consideration.

As a result of the Merger, the Shares will be delisted and will cease to trade on the NYSE American. TDG and Parent intend to take steps to cause the termination of the registration of the Shares under the Exchange Act and suspend all of Servotronics’ reporting obligations under the Exchange Act as promptly as practicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Source:

2,228,197 shares, representing approximately 87.09% of shares outstanding.

Each share is entitled to $47.00 in cash, net of taxes and without interest.

The short-form merger closed on 1 July 2025 under Delaware Section 251(h).

No. The shares will be delisted from NYSE American and registration under the Exchange Act will be terminated.

Non-tendering holders receive the same $47 cash per share unless they have properly demanded appraisal under Delaware law.

TransDigm used a Section 251(h) DGCL short-form merger, permitted after acquiring a majority of shares via tender.

Dated: July 1, 2025

SERVOTRONICS, INC.

/s/ Jessica L. Warren

Name: Jessica L. Warren

Title: Secretary