TransDigm Completes $47 Cash Tender, Acquires 87% of Servotronics

Q: What was the final tender price for Servotronics (SVT) shares?

Shareholders received $47.00 in cash for each SVT share tendered or converted in the merger.

Q: How many SVT shares were tendered in the offer?

2,228,197 shares, representing approximately 87.09 % of the outstanding shares, were validly tendered.

Q: Has the merger between TransDigm and Servotronics closed?

Yes. The merger was effected on 1 July 2025 immediately after the tender offer acceptance.

Q: What happens to SVT鈥檚 SEC reporting obligations?

TransDigm intends to terminate SVT鈥檚 Exchange Act registration and suspend all future reporting requirements.

[SC TO-T/A] Servotronics, Inc. Amended Third-Party Tender Offer

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

SC TO-T/A

Rhea-AI Filing Summary

TransDigm Group Incorporated, through its wholly owned subsidiary TDG Rise Merger Sub, Inc., has completed the cash tender offer for all outstanding shares of Servotronics, Inc. (NYSE American: SVT).

Offer terms: $47.00 per share in cash, net of withholding taxes.
Tender results: 2,228,197 shares were validly tendered and not withdrawn, representing 87.09 % of outstanding shares, thereby satisfying the minimum-tender condition.
Acceptance & payment: All validly tendered shares have been irrevocably accepted for purchase; cash payment will be made promptly in accordance with the offer terms.
Subsequent merger: On 1 July 2025, the offeror effected a short-form merger under DGCL 搂251(h). Servotronics survived as a wholly owned subsidiary of TransDigm, and each remaining untendered share (other than those subject to appraisal or held in treasury) has been converted into the right to receive the same $47.00 cash consideration.
Delisting & deregistration: SVT shares ceased trading prior to market open on 1 July 2025 and will be delisted from NYSE American. TransDigm plans to terminate Servotronics鈥� Exchange Act registration and suspend all related reporting obligations as soon as practicable.

This filing (Schedule TO-T/A Amendment No. 2) constitutes the final amendment reporting completion of the tender offer and merger. No additional financial statements were required under Item 10. A joint press release dated 1 July 2025 detailing the results is included as Exhibit (a)(5)(B).

TransDigm Group Incorporated電� 100% 鞛愴殞靷澑 TDG Rise Merger Sub, Inc.毳� 韱淀暣 Servotronics, Inc. (NYSE American: SVT)鞚� 氇摖氚滍枆欤检嫕鞐� 雽€頃� 順勱笀瓿店皽毵れ垬鞝滌晥鞚� 鞕勲頄堨姷雼堧嫟.

鞝滌晥臁瓣贝: 欤茧嫻 47.00雼煬順勱笀歆€旮�, 鞗愳矞歆曥垬靹� 彀皭頉� 旮堨暋.
毵れ垬瓴瓣臣: 2,228,197欤缄皜鞙犿毃頃橁矊鞝滌稖霅橁碃觳犿殞霅橃 鞎婌晞鞝勳泊氚滍枆欤检嫕鞚� 87.09%鞐� 頃措嫻頃橂┌, 斓滌唽毵れ垬臁瓣贝鞚� 於╈”頄堨姷雼堧嫟.
靾橂澖氚� 歆€旮�: 鞙犿毃頃橁矊鞝滌稖霅� 氇摖欤检嫕鞚€ 旆唽攵堦皜電ロ晿瓴� 毵れ垬鞀轨澑鞚� 霅橃棃鞙茧┌, 鞝滌晥臁瓣贝鞐� 霐半澕鞁犾啀頌� 順勱笀歆€旮夓澊鞚措（鞏挫 鞓堨爼鞛呺媹雼�.
頉勳啀頃╇硲: 2025雲� 7鞗� 1鞚�, 鞝滌晥鞛愲姅 DGCL 搂251(h)鞐� 霐半ジ 雼稌頃╇硲鞚� 鞁れ嫓頄堨姷雼堧嫟. Servotronics電� TransDigm鞚� 100% 鞛愴殞靷 臁挫啀頃橂┌, 韽夑皜雽€靸侅澊瓯半倶鞛愳偓欤茧ゼ鞝滌櫢頃� 氇摖氙鸽Г靾� 鞛旍棳欤检嫕鞚€ 霃欖澕頃� 欤茧嫻 47.00雼煬 順勱笀氤挫儊鞚� 氚涭潉甓岆Μ搿� 鞝勴櫂霅橃棃鞀惦媹雼�.
靸侅灔韽愳 氚� 霌彪毵愳唽: SVT 欤检嫕鞚€ 2025雲� 7鞗� 1鞚� 鞁滌灔臧滌灔鞝� 瓯半灅臧€ 欷戨嫧霅橃棃鞙茧┌ NYSE American鞐愳劀靸侅灔韽愳霅╇媹雼�. TransDigm電� Servotronics鞚� Exchange Act 霌彪鞚� 臧€電ロ暅頃� 鞁犾啀頌� 膦呺頃橁碃甏€霠� 氤搓碃鞚橂毳� 欷戨嫧頃� 瓿勴殟鞛呺媹雼�.

氤� 鞝滌稖靹滊(Schedule TO-T/A 靾橃爼鞝�2順�)電� 瓿店皽毵れ垬氚� 頃╇硲鞕勲毳� 氤搓碃頃橂姅 斓滌 靾橃爼靹�鞛呺媹雼�. 頃 10鞐� 霐半ジ於旉皜鞛鞝滍憸電� 鞖旉惮霅橃 鞎婌晿鞀惦媹雼�. 2025雲� 7鞗� 1鞚检瀽瓿惦彊氤措弰鞛愲臧€ (a)(5)(B) 攵€靻嶌劀搿� 韽暔霅橃柎鞛堨姷雼堧嫟.

Positive

Successful tender offer with 87.09 % acceptance ensures immediate control and integration by TransDigm.
Cash consideration of $47 per share provides liquidity and certainty of value for Servotronics shareholders.
Prompt merger under DGCL 搂251(h) eliminates need for additional shareholder vote, reducing timeline and costs.

Negative

SVT shares delisted and deregistered, ending public market liquidity for any remaining minority holders post-merger.

Insights

TL;DR TransDigm鈥檚 tender succeeded; 87 % shares tendered, merger closed, SVT delisted, shareholders receive $47 cash.

The tender offer鈥檚 strong 87.09 % acceptance comfortably cleared the 251(h) threshold, enabling a rapid, single-step back-end merger without a shareholder vote. Delisting eliminates future public-company costs for the acquirer and accelerates integration. At roughly $105 million in tendered equity value, this is an immaterial deal relative to TransDigm鈥檚 multi-billion revenue base but can be strategically additive if Servotronics鈥� electromechanical product line slots into TransDigm鈥檚 aerospace portfolio. For legacy SVT shareholders, the transaction crystallises value at a fixed cash price and ends market exposure. Overall impact is positive but limited in scale for TDG; it is decisive for SVT.

TL;DR Governance transition complete; public shareholders cashed out, reporting duties end.

The use of DGCL 搂251(h) is standard for cash-tender back-end mergers once the minimum condition is met. Minority holders still receive identical consideration, aligning with fairness principles, while appraisal rights remain available. Delisting and deregistration remove SVT from SEC oversight, transferring disclosure reliance to TransDigm鈥檚 existing public filings. No contingent liabilities or litigation warnings are mentioned, suggesting a clean closing. Disclosure obligations under Schedule TO have been fulfilled, marking a smooth governance transition.

鞝滌晥臁瓣贝: 欤茧嫻 47.00雼煬順勱笀歆€旮�, 鞗愳矞歆曥垬靹� 彀皭頉� 旮堨暋.
毵れ垬瓴瓣臣: 2,228,197欤缄皜鞙犿毃頃橁矊鞝滌稖霅橁碃觳犿殞霅橃 鞎婌晞鞝勳泊氚滍枆欤检嫕鞚� 87.09%鞐� 頃措嫻頃橂┌, 斓滌唽毵れ垬臁瓣贝鞚� 於╈”頄堨姷雼堧嫟.
靾橂澖氚� 歆€旮�: 鞙犿毃頃橁矊鞝滌稖霅� 氇摖欤检嫕鞚€ 旆唽攵堦皜電ロ晿瓴� 毵れ垬鞀轨澑鞚� 霅橃棃鞙茧┌, 鞝滌晥臁瓣贝鞐� 霐半澕鞁犾啀頌� 順勱笀歆€旮夓澊鞚措（鞏挫 鞓堨爼鞛呺媹雼�.
頉勳啀頃╇硲: 2025雲� 7鞗� 1鞚�, 鞝滌晥鞛愲姅 DGCL 搂251(h)鞐� 霐半ジ 雼稌頃╇硲鞚� 鞁れ嫓頄堨姷雼堧嫟. Servotronics電� TransDigm鞚� 100% 鞛愴殞靷 臁挫啀頃橂┌, 韽夑皜雽€靸侅澊瓯半倶鞛愳偓欤茧ゼ鞝滌櫢頃� 氇摖氙鸽Г靾� 鞛旍棳欤检嫕鞚€ 霃欖澕頃� 欤茧嫻 47.00雼煬 順勱笀氤挫儊鞚� 氚涭潉甓岆Μ搿� 鞝勴櫂霅橃棃鞀惦媹雼�.
靸侅灔韽愳 氚� 霌彪毵愳唽: SVT 欤检嫕鞚€ 2025雲� 7鞗� 1鞚� 鞁滌灔臧滌灔鞝� 瓯半灅臧€ 欷戨嫧霅橃棃鞙茧┌ NYSE American鞐愳劀靸侅灔韽愳霅╇媹雼�. TransDigm電� Servotronics鞚� Exchange Act 霌彪鞚� 臧€電ロ暅頃� 鞁犾啀頌� 膦呺頃橁碃甏€霠� 氤搓碃鞚橂毳� 欷戨嫧頃� 瓿勴殟鞛呺媹雼�.

07/01/2025 - 09:09 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

SERVOTRONICS, INC.

(Name of Subject Company (Issuer))

TDG RISE MERGER SUB, INC.

(Offeror)

A Wholly Owned Subsidiary of

TRANSDIGM INC.

(Parent of Offeror)

A Wholly Owned Subsidiary of

TRANSDIGM GROUP INCORPORATED

(Parent of Offeror)

(Name of Filing Persons (identifying status as offeror, issuer or other person))

Common Stock, par value $.20 per share

(Title of Class of Securities)

817732100

(CUSIP Number of Class of Securities)

Jessica L. Warren

General Counsel, Chief Compliance Officer, and Secretary

TransDigm Group Incorporated

1350 Euclid Avenue, Suite 1600

Cleveland, Ohio 44115

(216) 706-2960

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

Copies to:

John J. Allotta

John J. Harrington

Charlotte W. Pasiadis

Baker & Hostetler LLP

127 Public Square, Suite 2000

Cleveland, Ohio 44114

(216) 621-0200

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

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒

Third-party offer subject to Rule 14d-1.

☐

Issuer tender offer subject to Rule 13e-4.

☐

Going-private transaction subject to Rule 13e-3.

☐

Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐

Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

This Amendment No. 2 to the Tender Offer Statement on Schedule TO (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on June 2, 2025, as amended and supplemented by Amendment No. 1 filed on June 16, 2025 (together with any subsequent amendments and supplements hereto, this “Schedule TO”) and is being filed by TDG Rise Merger Sub, Inc., a Delaware corporation (“Purchaser”), TransDigm Inc., a Delaware corporation (“TransDigm”), and TransDigm Group Incorporated, a Delaware corporation (“TD Group”). Purchaser is a wholly owned subsidiary of TransDigm. TransDigm is a wholly owned subsidiary of TD Group. This Schedule TO relates to the offer by Purchaser to purchase (the “Offer”) all outstanding shares of common stock, par value $0.20 per share (the “Shares”), of Servotronics, Inc., a Delaware corporation (“Servotronics”), at a price of $47.00 per Share, net to the seller in cash, without interest and less any applicable withholding taxes (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 2, 2025 (the “Offer to Purchase”), and in the related letter of transmittal (the “Letter of Transmittal”), copies of which are filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Except as otherwise set forth in this Amendment, all the information set forth in the Schedule TO and the Offer to Purchase remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Unless otherwise indicated, references to sections in this Amendment are references to sections of the Offer to Purchase.

Items 1 through 9 and Item 11.

The disclosure in the Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such items incorporate by reference the information contained in the Offer to Purchase, is hereby amended and supplemented as follows:

“The Offer expired one minute following 11:59 p.m., New York City time, on June 30, 2025. The Depositary for the Offer has advised TD Group, TransDigm and Purchaser that, as of the expiration of the Offer, 2,228,197 Shares were validly tendered and not withdrawn from the Offer, representing approximately 87.09% of the outstanding Shares. As of the expiration of the Offer, the number of Shares validly tendered and not withdrawn from the Offer satisfied the Minimum Condition.

In accordance with the terms of the Offer, Purchaser irrevocably accepted for purchase all Shares that were validly tendered and not withdrawn prior to the expiration of the Offer, and payment for such Shares will be made promptly in accordance with the terms of the Offer.

Following acceptance for payment of the Shares, on July 1, 2025, Purchaser effected the Merger pursuant to Section 251(h) of the DGCL, without a vote of Servotronics’ stockholders, as a result of which Purchaser merged with and into Servotronics, with Servotronics surviving the Merger and continuing as a wholly owned subsidiary of TransDigm, and each remaining issued and outstanding Share (other than Shares irrevocably accepted as payment in the Offer, treasury stock of Servotronics to be cancelled or Shares held by Servotronics stockholders properly exercising their appraisal rights under Section 262 of the DGCL) will be converted into the right to receive an amount equal to the Offer Price.

The Shares ceased to trade on NYSE American prior to the opening of business on July 1, 2025 and will be delisted. TD Group, TransDigm and Purchaser intend to take steps to cause the termination of the registration of the Shares under the Exchange Act and the suspension of all of the Company’s reporting obligations under the Exchange Act as promptly as practicable.

The press release announcing the expiration and results of the Offer is attached hereto as Exhibit (a)(5)(B) and is incorporated herein by reference.”

Item 10. Financial Statements

Not applicable.


*Item 12. Exhibits*
Exhibit Number		Description

(a)(5)(B)		Joint press release issued by Servotronics, Inc. and TransDigm Group Incorporated, dated July 1, 2025.

SIGNATURES

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.


TDG RISE MERGER SUB, INC.

By:		/s/ Jessica L. Warren
		Name: Jessica L. Warren
		Title: Secretary

TRANSDIGM INC.

By:		/s/ Jessica L. Warren
		Name: Jessica L. Warren
		Title: General Counsel, Chief Compliance Officer and Secretary

TRANSDIGM GROUP INCORPORATED

By:		/s/ Jessica L. Warren
		Name: Jessica L. Warren
		Title: General Counsel, Chief Compliance Officer and Secretary

Dated: July 1, 2025

Source:

FAQ

What was the final tender price for Servotronics (SVT) shares?

Shareholders received $47.00 in cash for each SVT share tendered or converted in the merger.

How many SVT shares were tendered in the offer?

2,228,197 shares, representing approximately 87.09 % of the outstanding shares, were validly tendered.

Has the merger between TransDigm and Servotronics closed?

Yes. The merger was effected on 1 July 2025 immediately after the tender offer acceptance.

Will SVT remain listed on NYSE American after the transaction?

No. SVT shares ceased trading before market open on 1 July 2025 and will be delisted.

What happens to SVT鈥檚 SEC reporting obligations?

TransDigm intends to terminate SVT鈥檚 Exchange Act registration and suspend all future reporting requirements.

AG真人官方

[SC TO-T/A] Servotronics, Inc. Amended Third-Party Tender Offer

Insights

FAQ

What was the final tender price for Servotronics (SVT) shares?

How many SVT shares were tendered in the offer?

Has the merger between TransDigm and Servotronics closed?

Will SVT remain listed on NYSE American after the transaction?

What happens to SVT鈥檚 SEC reporting obligations?

NYSE:SVT

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AG真人官方

Trending News

[SC TO-T/A] Servotronics, Inc. Amended Third-Party Tender Offer

Insights

M&A Specialist positive

Corporate Governance Expert neutral

FAQ

What was the final tender price for Servotronics (SVT) shares?

How many SVT shares were tendered in the offer?

Has the merger between TransDigm and Servotronics closed?

Will SVT remain listed on NYSE American after the transaction?

What happens to SVT鈥檚 SEC reporting obligations?

NYSE:SVT

SVT Rankings

SVT Latest News

SVT Latest SEC Filings

SVT Stock Data