[SC14D9C] Sigmatron International Inc SEC Filing

Rhea-AI Filing Summary

SigmaTron International, Inc. (SGMA) filed a Schedule 14D-9C to inform shareholders that it has received a waiver permitting Transom Axis MergerSub, Inc. to extend the contractual deadline for commencing its previously announced tender offer for all outstanding SGMA common shares under the May 20, 2025 Agreement and Plan of Merger.

The filing references and incorporates the Company’s Current Report on Form 8-K filed June 20, 2025 (attached as Exhibit 99.1). No tender offer has begun; once launched, Transom and MergerSub will file Schedule TO materials and SigmaTron will issue a full Solicitation/Recommendation Statement on Schedule 14D-9.

The document reiterates that the forthcoming tender offer materials will contain essential information for shareholders’ decision-making and will be available without charge on both the Company’s website and the SEC’s EDGAR system.

A detailed forward-looking statement disclaimer highlights numerous risks that could affect the timing and completion of the transaction, including: (i) shareholder participation levels, (ii) competing bids, (iii) regulatory approvals, (iv) satisfaction of closing conditions, and (v) potential litigation or macroeconomic factors. The Company disclaims any obligation to update these forward-looking statements.

In short, the filing is an administrative update signalling that the merger process remains active but will progress on a slightly revised timetable.

Positive

• Merger agreement remains in effect, demonstrating ongoing commitment by both parties.
• Waiver allows additional time to satisfy regulatory and logistical conditions without terminating the deal.

Negative

• Extension of tender-offer deadline introduces additional timing uncertainty and execution risk.
• Longer pre-closing period increases exposure to competing bids, market volatility and litigation risk.

Insights

M&A Specialist

TL;DR: Filing signals deal still alive but tender-offer clock reset; slight delay, no change in terms.

This Schedule 14D-9C merely discloses a waiver extending the time Transom Axis MergerSub has to launch its tender offer. Such waivers are common when parties need extra time to clear logistical or regulatory hurdles. Crucially, the agreement itself remains in force and no consideration terms have been altered, which suggests continued commitment by both buyer and target. However, any extension inherently injects modest execution risk: the longer the gap before launch, the greater the opportunity for market, regulatory or competing-bid disruptions. Investors should watch for the Schedule TO and 14D-9 filings; the absence of those by the next milestone date would be a stronger negative signal.

Risk Analyst

TL;DR: Administrative delay adds timing risk, but fundamental transaction thesis unchanged.

The waiver pushes back the trigger date for the tender offer, indicating Transom needs more time—perhaps for financing, diligence or regulatory feedback. While not unusual, extensions can foreshadow closing delays or deal renegotiations if underlying issues persist. The extensive risk list underscores sensitivities to shareholder participation, competing bids and macro conditions. For now the impact is neutral: there is no evidence of adverse changes, yet timing uncertainty slightly elevates risk premiums on SGMA shares.

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

SIGMATRON INTERNATIONAL, INC.

(Name of Subject Company)

SIGMATRON INTERNATIONAL, INC.

(Name of Person Filing Statement)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

82661L101

(CUSIP Number of Class of Securities)

Gary R. Fairhead

Chief Executive Officer

2201 Landmeier Rd.

Elk Grove Village, IL 60007

(847) 956-8000

(Name, address and telephone number of person authorized to receive notices and communications

on behalf of the persons filing statement)

With copies to:

Grant J. Levine

Dmitriy A. Tartakovskiy

Greenberg Traurig, P.A.

101 East Kennedy Boulevard, Suite 1900

Tampa, FL 33602

(813) 318-5700

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

This Schedule 14D-9C relates solely to the below listed document disclosing the waiver received by SigmaTron International, Inc., a Delaware corporation (the “Company”) to extend the date by which Transom Axis MergerSub, Inc., a Delaware corporation (“Merger Sub”) and a direct wholly owned subsidiary of Transom Axis AcquireCo, LLC, a Delaware limited liability company (“Parent”), is obligated to commence the tender offer for all of the outstanding shares of common stock of the Company pursuant to the previously announced Agreement and Plan of Merger, dated as of May 20, 2025, by and among Parent, Merger Sub and the Company:

• Current Report on Form 8-K filed by the Company on June 20, 2025.

This document is attached as Exhibit 99.1 hereto.

EXHIBIT INDEX

Exhibit No.			Description
99.1			Current Report on Form 8-K (incorporated by reference to the Company’s Current Report on Form 8-K, File No. 000-23248, filed on June 20, 2025).

Additional Information and Where to Find It

In connection with the proposed acquisition of the Company, Merger Sub will commence a tender offer for all of the outstanding shares of common stock of the Company. The tender offer has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of the Company. It is also not a substitute for the tender offer materials that Parent and Merger Sub will file with the SEC upon commencement of the tender offer. At the time that the tender offer is commenced, Parent and Merger Sub will file tender offer materials on Schedule TO with the SEC, and the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS), THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AND ANY OTHER RELEVANT DOCUMENTS FILED BY THE COMPANY, PARENT OR MERGER SUB WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY THE COMPANY’S STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. A free copy of these materials will be available to the Company’s stockholders by visiting the Company’s website (https://sigmatronintl.com/investors/). In addition, these materials (and all other documents filed by the Company, Parent and Merger Sub with the SEC) will be available at no charge on the SEC’s website (www.sec.gov) upon filing with the SEC. The information contained in, or that can be accessed through, the Company’s or Transom’s respective websites is not a part of, or incorporated by reference herein.

Forward-Looking Statements

Certain statements contained in this filing are “forward-looking statements.” Words such as “continue,” “anticipate,” “will,” “expect,” “believe,” “plan,” and similar expressions identify forward-looking statements. These forward-looking statements are based on the current expectations of the Company. All statements, other than statements of historical fact, are forward-looking statements. These forward-looking statements include, among others, statements relating to the expected tender offer commencement date. Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, among others, the risks and uncertainties inherent in the tender offer and the merger, including, among other things, (i) regarding how many of the Company’s stockholders will tender their shares in the tender offer, (ii) the possibility that competing offers will be made, (iii) the ability to obtain requisite regulatory approvals, (iv) the ability to satisfy the conditions to the closing of the tender offer and the merger, (v) the expected timing of the tender offer and the merger, (vi) the possibility that the merger will not be completed, (vii) difficulties or unanticipated expenses in connection with integrating the parties’ operations, products and employees and the possibility that anticipated synergies and other anticipated benefits of the transaction will not be realized in the amounts expected, within the expected timeframe or at all, (viii) the effect of the announcement of the tender offer and the merger on the Company’s and Transom’s business relationships (including, without limitations, partners and customers), (ix) the risk that the Company’s stock price may fluctuate during the pendency of the tender offer and merger transactions, (x) the diversion of the Company’s or Transom’s respective management’s time and attention from ongoing business operations and

opportunities, (xi) the response of competitors and other market participants to the transaction, (xii) potential litigation relating to the transaction, (xiii) uncertainty as to timing of completion of the transaction and the ability of each party to consummate the transaction, (xiv) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (xv) the expected tax treatment of the transaction, (xvi) and the impact of global macroeconomic conditions and supply chain challenges on the Company’s business and (xvii) other circumstances beyond the Company’s and Transom’s control. You should not place undue reliance on these forward-looking statements. Certain of these and other risks and uncertainties are discussed in the Company’s and Transom’s filings with the SEC, including the Schedule TO (including the offer to purchase, letter of transmittal and related documents) Transom and its acquisition subsidiary will file with the SEC, and the Solicitation/Recommendation Statement on Schedule 14D-9 that the Company will file with the SEC, and the Company’s most recent Form 10-K and Form 10-Q filings with the SEC. Except as required by law, neither the Company nor Transom undertakes any duty to update forward-looking statements to reflect events after the date of this filing.

FAQ

What did SigmaTron International (SGMA) announce in its Schedule 14D-9C filing?

SGMA disclosed it received a waiver letting Transom Axis MergerSub extend the deadline to start its tender offer for all SGMA shares.

Has the tender offer for SGMA shares started yet?

No. The tender offer has not commenced; Schedule TO materials will be filed once it begins.

Does the waiver change the merger terms or price for SGMA shareholders?

The filing mentions no changes to transaction terms; it only extends the launch deadline.

Where can shareholders find future tender offer documents for SGMA?

Documents will be posted on the SEC’s website and SGMA’s investor page free of charge upon filing.

What risks could still derail the SGMA–Transom transaction?

Risks include insufficient shares tendered, regulatory hurdles, competing offers, litigation and broader macroeconomic factors.