Arxis (ARXS) pursues $890M Omnetics and MagCanica component acquisitions
Rhea-AI Filing Summary
Arxis, Inc. is expanding its Electronic Components segment through two acquisitions: a pending stock-for-stock merger with Omnetics Connector Corporation and a completed all-cash purchase of MagCanica Inc. The Omnetics Merger Agreement, signed on May 29, 2026, values the transaction at approximately $770,000,000, paid in Class A common stock with an $8,000,000 cash escrow and a capped share component, with any value shortfall paid in cash. Omnetics shareholders will be subject to lock-up agreements, with the five largest holders’ shares released in four tranches from October 2026 through May 2028, and other shareholders released in October 2026. Arxis has already closed the MagCanica acquisition on June 1, 2026, in an all-cash deal. A combined press release cites a total purchase price of approximately $890 million for both transactions, representing 12x FY27 estimated adjusted EBITDA, and notes that the Omnetics deal remains subject to customary regulatory approvals and closing conditions, with an expected closing in the third quarter of 2026.
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Insights
Arxis is pursuing two sizable, strategic component acquisitions, with Omnetics still pending approvals.
Arxis is adding Omnetics and MagCanica, both specialized component makers serving defense, aerospace, medical and industrial markets. The combined purchase price is approximately $890 million, described as 12x FY27 estimated adjusted EBITDA, which implies meaningful expected earnings contribution.
Omnetics is being acquired in an all-stock transaction valued at about $770,000,000, with consideration paid in Class A common stock, an $8,000,000 cash escrow, and a capped share count with any value shortfall paid in cash. MagCanica was acquired for cash and has already closed, while Omnetics remains subject to regulatory approvals and other closing conditions.
The Omnetics lock-up structure staggers liquidity for the five largest shareholders from October 2026 through May 2028, with other holders released in October 2026, which may help manage near-term share overhang. Future disclosures in company reports may provide more detail on integration progress, realized EBITDA and the actual closing of the Omnetics transaction.
8-K Event Classification
Key Figures
Key Terms
Agreement and Plan of Merger regulatory
Lock-Up Agreement financial
Registration Rights Agreement regulatory
Class A common stock financial
forward-looking statements regulatory
emerging growth company regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On May 29, 2026, Arxis, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Orion Merger Sub, Inc., a Minnesota corporation and a wholly owned subsidiary of Arxis (the “Merger Sub”), Omnetics Connector Corporation, a Minnesota corporation (“Omnetics”), and Gary Jacobs, President of Omnetics, in his capacity as shareholder representative (the “Shareholder Representative”). Omnetics is a leading designer and manufacturer of proprietary high-reliability Micro-D-Sub and Nano-D-Sub connectors and interconnect assemblies used in critical defense and space, commercial aerospace and medical applications and will operate within the Company’s Electronic Components segment following closing.
Pursuant to the Merger Agreement, upon the consummation of the transactions contemplated by the Merger Agreement (the “Merger”), the Merger Sub will merge with and into Omnetics. Following the consummation of the Merger, (i) the separate corporate existence of the Merger Sub will cease, (ii) Omnetics will continue as the surviving corporation and will become a wholly owned subsidiary of the Company, and (iii) each outstanding share of common stock of Omnetics (other than shares owned by the Company, the Merger Sub, or Omnetics) will be converted into the right to receive shares of common stock of the Company, on the terms and subject to the conditions set forth in the Merger Agreement and subject to any applicable withholding taxes. Closing of the transaction is subject to certain conditions precedent, including regulatory approval. There can be no assurance that the Merger will be completed on the terms described herein or at all.
The aggregate consideration for the Merger is approximately $770,000,000, comprised of the Company’s Class A common stock, par value $0.01 per share (“Class A common stock”). At the effective time of the Merger each outstanding share of Omnetics common stock (other than treasury shares, shares owned by the Company or the Merger Sub) will be converted into the right to receive shares of Class A common stock, calculated pursuant to the Merger Agreement. The number of shares of Class A common stock issuable as consideration is subject to a cap with any value shortfall below that floor payable to Omnetics shareholders in cash. Additionally, a portion of the consideration otherwise payable to Omnetics shareholders will be deposited in cash escrow with the escrow agent, totaling $8,000,000. The release of such escrow funds is contingent upon certain events and conditions set forth in the Merger Agreement and an escrow agreement.
Shareholders of Omnetics will be required to enter into support agreements, which will include customary restrictive covenants, releases, and confirmatory IP assignments, along with customary merger support provisions. Omnetics’ shareholders will enter into a lock-up agreement with the Company (the “Lock-Up Agreement”). Pursuant to the Lock-Up Agreement, subject to certain exceptions, Omnetics’ five largest shareholders’ Class A common stock will be released from transfer restrictions in four equal tranches with the first release in October 2026, and the final release in May 2028 (the “Lock-Up Period”), and will be required to provide the Company with 30 days’ prior written notice of any proposed sales during the Lock-Up Period. Other shareholders will be released from the Lock-Up Agreement sale restrictions in October 2026.
Upon closing of the transaction, the Company will enter into a Registration Rights Agreement, pursuant to which the Company will file a registration statement with the Securities and Exchange Commission registering the resale of the shares of the Company’s Class A common stock, issued as merger consideration within thirty (30) days after the closing date (or October 1, 2026, if later).
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The shares of the Company’s Class A common stock, which will be issued as merger consideration, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any other applicable securities laws and will be issued in reliance upon an exemption from the registration requirements of the Securities Act and such other securities laws.
Item 8.01 Other Events.
On June 1, 2026, the Company completed its acquisition of MagCanica Inc. (“MagCanica”), a designer and manufacturer of non-contact, high-precision torque sensors that operate under extreme conditions, in an all-cash transaction. MagCanica will operate within the Company’s Electronic Components segment.
On June 2, 2026, the Company issued a press release announcing the Company’s entry into the Merger Agreement with the Merger Sub, Omnetics and Gary Jacobs and the completion of its acquisition of MagCanica. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
Exhibits.
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Agreement and Plan of Merger, dated May 29, 2026, by and among Arxis, Inc., Orion Merger Sub, Inc., Omnetics Connector Corporation, and Gary Jacobs. |
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Press Release dated June 2, 2026. |
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Inline XBRL for the cover page of this Current Report on Form 8-K. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Arxis, Inc. |
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Date: |
June 2, 2026 |
By: |
/s/ Azad Badakhsh |
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Azad Badakhsh |
Arxis Announces Acquisitions of Omnetics Connector Corporation and MagCanica Inc.
BLOOMFIELD, Conn., June 2, 2026 — Arxis, Inc. (NASDAQ: ARXS) (the “Company” or “Arxis”), a publicly-traded industrial compounder formed in partnership with Arcline Investment Management (“Arcline”), today announced it has entered into a definitive agreement to acquire Omnetics Connector Corporation (“Omnetics”), a leading designer and manufacturer of proprietary high-reliability Micro-D-Sub and Nano-D-Sub connectors and interconnect assemblies used in critical defense and space, commercial aerospace, and medical applications.
Omnetics, headquartered in Minneapolis, Minnesota, maintains deeply embedded positions across leading defense and space, commercial aerospace, and medical technology platforms where size, weight, and reliability are mission critical. Omnetics is currently privately held and owned by its long-term shareholders.
In addition, Arxis announced the acquisition of MagCanica, Inc. (“MagCanica”), a designer and manufacturer of non-contact, high-precision torque sensors that operate under extreme conditions. MagCanica was previously owned by its founders and employees.
The acquisitions reflect the differentiated value of the Arxis–Arcline partnership. Arcline provides Arxis with institutional capabilities that complement Arxis’ operating expertise, including research-driven market mapping, proprietary sourcing access, disciplined underwriting, and capital allocation expertise. These capabilities, which are difficult for a standalone strategic acquiror to replicate, expand Arxis’ addressable acquisition universe and strengthen its ability to acquire high-quality businesses with leading positions on long-duration platforms.
“The addition of Omnetics and MagCanica reinforces the power of the Arxis–Arcline partnership in creating a repeatable engine of value creation for Arxis as a next-generation industrial compounder,” said Rajeev Amara, Chairman of Arxis and CEO of Arcline.
The combined purchase price is approximately $890 million, representing 12x FY27 estimated adjusted EBITDA.
Omnetics Transaction
Under the terms of the agreement, Arxis is acquiring Omnetics in an all-stock transaction (subject to lockup provisions), reflecting the Omnetics shareholders’ requirement to receive public company stock over cash consideration and reinforcing one of the key drivers and benefits of Arxis becoming a public company.
"Omnetics is exactly the kind of business we built Arxis to own. For over 40 years, the company has been the trusted standard in Nano- and Micro-D-Sub connectors for applications where failure is not an option, earning preferred-source positions on long-tenured programs that are highly difficult to replicate," said Kevin Perhamus, President and Chief Executive Officer of Arxis.
Gary Jacobs, President of Omnetics, said, "Arxis shares our deep commitment to innovation, quality, and the customers who rely on us. Joining Arxis gives us the resources and platform to
accelerate investment in our products, our technology, and our people, while continuing to deliver high performance and reliability to our customers."
The transaction is subject to customary regulatory approvals and closing conditions and is expected to close in the third quarter of 2026.
Upon closing, Omnetics will operate within Arxis' Electronic Components segment.
William Blair & Company, L.L.C. is serving as financial advisor to Arxis and Vermillion Capital is serving as advisor to Omnetics.
MagCanica Transaction
On June 1, 2026, Arxis completed its acquisition of MagCanica in an all-cash transaction.
"MagCanica's non-contact torque sensors are highly complementary to our existing military flexible driveshaft capabilities and address a growing need across aerospace and defense for real-time monitoring of mission-critical rotating systems," said Kevin Perhamus. "We see clear runway to cross-sell this technology alongside the Arxis portfolio where operators require precise visibility into performance under heavy loads."
MagCanica will operate within Arxis' Electronic Components segment.
Kroll Securities served as financial advisor to MagCanica.
About Arxis
Arxis is a leading designer and manufacturer of proprietary, mission-critical electronic and mechanical components for aerospace and defense, medical technology, and specialized industrial markets. Leveraging significant intellectual property and world-class engineering and operational capabilities, Arxis designs and delivers innovative solutions that address its customers' most complex performance needs. Arxis is a portfolio company of Arcline Investment Management. For more information, visit www.arxis.com.
About Arcline Investment Management
Arcline Investment Management is a growth-oriented private equity firm with over $30 billion in assets under management. Arcline seeks to build the next generation of Industrial Compounders – market-leading, non-disruptible industrial platforms designed to consistently grow earnings over decades. For more information visit www.arcline.com.
About Omnetics Connector Corporation
Founded in 1984, Omnetics designs and manufactures micro-miniature and nano-miniature high reliability connectors and interconnect systems for aerospace, defense, space, medical and industrial customers worldwide. Since its inception, Omnetics has been at the forefront of innovation and excellence in the world of connectors and interconnect solutions. For more information, visit www.omnetics.com.
About MagCanica Inc.
Founded in 2000, MagCanica designs and manufactures non-contact, high-precision torque sensors used in high-performance rotating systems worldwide. For more information, visit www.magcanica.com.
Contacts
Investors
ir@arxis.com
+1 860-243-7100 (Select 1 for Arxis)
Media
Kate Thompson / Tim Ragones / Alexander Wolfsohn
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
Forward-looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements may contain words and terms such as: “anticipate,” “could,” “believe,” “continue,” “expect,” “estimate,” “forecast,” “ongoing,” “project,” “seek,” “predict,” “target,” “will,” “intend,” “plan,” “look ahead,” “optimistic,” “potential,” “guidance,” “may,” “should,” or “would” and other words and terms of similar meaning. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about expected 2027 sales and EBITDA margins, future accretion, anticipated benefits of the acquisition, financing sources, the expected timing for closing the acquisition the Omnetics acquisition and other matters. These statements are only predictions, and such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations. No forward-looking statement can be guaranteed. Risks and uncertainties include, but are not limited to: (i) the risk that the proposed acquisition may not be completed in a timely manner or at all, or if it is completed, that the expected benefits of the proposed acquisition may not be realized, (ii) the failure to satisfy the conditions to the consummation of the proposed acquisition, including the receipt of certain regulatory and other approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the purchase agreement between the parties and (iv) unanticipated difficulties or expenditures relating to the acquisition, the response of business partners and competitors to the announcement of the proposed acquisition, potential disruptions to current plans and operations and/or potential difficulties in employee retention as a result of the announcement and pendency of the acquisition. The actual financial impact of the proposed acquisition may differ from the expected financial impact described in this press release. The foregoing list of risk factors is not exhaustive. Forward-looking statements in this press release should be evaluated together with the many uncertainties that affect Arxis’ business, particularly those identified in the risk factor discussion in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Arxis undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. The forward-looking statements made in this communication relate only to events as of the date on which the statements are made.