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

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’s 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after 11:59 p.m. ET on 30 Jun 2025, with 2,228,197 shares (≈87.09% of shares outstanding) validly tendered and not withdrawn, satisfying the minimum condition.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’s 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.

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.

Insights

M&A Specialist

TL;DR: Deal closed: 87% tendered, $47 cash paid, SVT delists—certainty 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’s perspective, operational integration can begin immediately without public-company compliance costs. Overall, the disclosure is materially positive for SVT shareholders and neutral to TDG’s leverage profile at this stage.

Portfolio Manager

TL;DR: Cash exit positive; post-merger liquidity and information disappear—act 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.

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.

2

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.

Dated: July 1, 2025				SERVOTRONICS, INC.
				By:		/s/ Jessica L. Warren
				Name: Jessica L. Warren
				Title: Secretary

3

FAQ

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

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

What is the cash consideration Servotronics shareholders will receive?

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

When was the merger between TransDigm and Servotronics completed?

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

Will SVT shares continue trading after the transaction?

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

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

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

Why was no shareholder vote required to approve the merger?

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