NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO PURCHASE OR INVEST IN ANY SECURITIES.
At Court and General Meetings of TT held today, the required majority of 75% of votes present and cast for Cicor's offer was not achieved. The approval of the scheme of arrangement dated 25 November 2025, in accordance with Rule 2.7 of the UK Takeover Code, was the sole item on the agenda. Consequently, the proposed acquisition by way of a scheme of arrangement will not proceed.
Alexander Hagemann, CEO of Cicor, said: “We regret that our offer did not receive the required 75% majority and thus the scheme of arrangement has lapsed. We continue to believe the two companies have an excellent strategic and financial fit and that the industrial logic of combining Cicor and TT is strong. I am pleased that a majority of TT shareholders share that view. However, we were always transparent about the financial discipline that is paramount to successfully delivering on Cicor's value-accretive M&A strategy”.
As a consequence of the termination of the acquisition, approximately CHF 5 million of transaction costs that would have been capitalized will be recognized as operating expenses, and approximately CHF 2 million as financial expenses in the income statement 2025. These costs primarily relate to advisory fees, regulatory clearances and bridge financing. With this additional one-time negative effect, the company has to revise the 2025 full-year guidance. The reported EBITDA is now expected to reach CHF 53 to CHF 57 million (previous guidance: CHF 58 to CHF 62 million), while adjusted for CHF 10 million one-off effects Cicor still expects EBITDA of between CHF 63 to CHF 67 million.
Contact
Cicor Management AG
Gebenloostrasse 15
CH-9552 Bronschhofen
Media & Investor Relations
Phone +41 71 913 73 00
Email: media@cicor.com
Investor Relations
Phone +41 71 913 73 00
Email: investor@cicor.com
UBS (Sole Financial Adviser to Cicor)
London: Joe Hannon / Ben Edenharder / Anisah Mahomed
Zurich: Tommy Hadewicz / Raffael Huber
Phone +44 (0) 20 7567 8000
About Cicor
Cicor is a globally active provider of full-cycle electronic solutions from research and development to manufacturing and supply chain management. Cicor has approximately 4,600 employees in 14 countries that serve leaders from the healthcare and medical, industrial and A&D industries.
Cicor creates value to its customers through the combination of customer-specific development solutions and high-tech components, as well as electronic device manufacturing. Cicor shares are traded at the SIX Swiss Exchange (CH0008702190).
About TT
TT is a global provider of engineered electronics for performance critical applications with more than 4,000 employees across 19 design and manufacturing locations in the UK, North America and Asia. TT operates in industries where there are structural growth drivers, working with market leading customers across Healthcare, A&D, and Automation & Electrification end sectors to provide engineering and manufacturing solutions that enable a safer, healthier and more sustainable world. TT’s products are designed and manufactured for harsh environments and regulated sectors, and include power management devices, sensors and connectivity solutions.
TT was established in 1812, incorporated in 1906 and is a public limited company registered in England and listed on the Official List of the London Stock Exchange. For the year ended 31 December 2024, TT generated revenue of £521.1 million and adjusted operating profit of £37.1 million.
Important notices
UBS AG London Branch (UBS) is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the UK Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the United Kingdom. UBS is acting exclusively as sole financial adviser to Cicor and no one else in connection with the acquisition. In connection with such matters, UBS will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the acquisition or any other matters referred to herein.