Cicor Technologies Ltd. announces its firm intention to make an offer for UK-based TT Electronics PLc supported by the TT Electronics Board of Directors

Ad hoc announcement pursuant to Art. 53 LR

Bronschhofen, 30 October 2025 – Cicor (SIX Swiss Exchange: CICN) is a globally active provider of full-cycle electronic solutions (EMS) for the healthcare technology, industrial, and aerospace & defense sectors. TT is a UK-based, London Stock Exchange-listed global provider of engineered electronics for performance critical applications. Today, Cicor announced its firm intention to acquire TT. Under the terms of the offer, TT shareholders will receive 100 pence in cash and 0.0028 Cicor shares per TT share, representing 55 pence based on Cicor’s share price as at 29 October 2025. The total transaction equity value amounts to approximately CHF 303 million (equivalent to £ 287 million). The Board of Directors of TT has expressed its unanimous support for the offer. TT shareholders are expected to vote on the transaction in December 2025.

If TT shareholders approve the offer from Cicor to be implemented by a scheme of arrangement in the UK and the other conditions to the transaction are satisfied, this will pave the way for the creation of the largest, pure play, global EMS business in the high mix, low volume segment. The strength of TT’s capabilities as an EMS provider, together with engineering of power systems and manufacturing of custom components (cable assemblies, magnetic components and human machine interfaces), as well as the highly strategic fit across focused end applications, make TT a strategic partner for Cicor.

The acquisition fits squarely with Cicor’s long-term strategy: to grow in the fragmented high mix low volume EMS sector through innovation, to grow customer partnerships in key geographies and significant growth sectors, and to build a differentiated, high-value electronics group focused on demanding stringent specifications and complex technical applications.

The focus will remain on the industrial, aerospace & defense (A&D) and healthcare technology end markets. Together, the two companies expect to generate revenues greater than CHF 1.2 billion¹ and feature sector-leading EBITDA margins2.

The Cicor Directors believe that the acquisition presents a highly compelling strategic rationale, while offering upfront value to TT shareholders and a significant additional value creation opportunity for shareholders of the enlarged Cicor Group, including through the following advantages:

• Creation of the leading global, pure play, EMS business in the high mix low volume segment with expanded technical and manufacturing capabilities and a diversified footprint
• Creation of an agile and competitive platform that will accelerate organic growth
• Significantly enhanced financial profile, with strong synergy potential
• Builds on Cicor’s proven playbook of successfully acquiring and integrating businesses; creating a stronger platform for selected, high quality acquisition opportunities 

The combined group will remain listed on the SIX Swiss Exchange and TT will delist from the London Stock Exchange after completion of the transaction. Daniel Frutig (Chairman of Cicor), Alexander Hagemann (CEO) and Peter Neumann (CFO) will retain their current roles in the combined group. Eric Lakin (CEO of TT) is expected to join the combined group management team and play a key role in the integration process. Cicor intends to propose the appointment of one non-executive director from TT’s Board to the Cicor Board at its next AGM, with such appointment to take effect at completion of the acquisition. The remaining non-executive directors of TT will step down upon completion of the transaction.

Cicor and the Board of TT have agreed on the terms of the acquisition. The offer values each TT share at 155 pence, with a cash component of 100 pence and a share component of 55 pence, based on the Cicor’s share price and the prevailing GBP/CHF exchange rate the day prior to the announcement³.

The cash consideration payable under the offer will be financed by debt to be incurred by Cicor under a committed bridge facility.

Immediately following completion of the acquisition, TT shareholders are expected to own approximately 10% of the enlarged Cicor Group.

TT shareholders are expected to vote on the offer in December 2025. The successful transaction requires approval by TT shareholders representing >50% by number and >75% by value of those voting. The transaction will be implemented by way of a UK scheme of arrangement under the UK Takeover Code. The transaction remains subject to customary conditions, including approval by TT shareholders, sanction of the scheme by the UK court, regulatory approvals in various jurisdictions, and admission to trading of the new Cicor shares on SIX Swiss Exchange. No approval from Cicor shareholders is required. Completion of the transaction is expected in H1 2026.

The full terms and conditions of the acquisition are set out in a joint announcement released by Cicor and TT in the UK today under Rule 2.7 of the UK Takeover Code. A copy of such announcement will be available on the Cicor website at https://cicor.com/recommended-offer-for-tt-electronics, subject to certain access restrictions.

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1 Calculated as 2024A Cicor PF revenue of CHF481m plus the revenue contribution of 2025 acquisitions consisting of Éolane, Mercury, Profectus and MADES of CHF220m plus TT 2024A Revenue of £521m converted at CHF/GBP = 0.9481.

2 Calculated as Cicor EBITDA for 2024A of CHF58m plus the EBITDA contribution of 2025 acquisitions consisting of Éolane, Mercury, Profectus and MADES of CHF11m plus TT 2024A EBITDA of £51m converted at CHF/GBP = 0.9481 and £13m run-rate synergies for a total combined EBITDA of CHF 137m which implies an 11% combined EBITDA margin

3 Calculated as the exchange ratio of 0.0028 Cicor shares per TT shares, multiplied by the closing price of Cicor shares of CHF209 and the FX rate of CHF:GBP of 0.9481 as at 16:30 CET on 29 October 2025.

UBS (Sole Financial Adviser to Cicor) London: Joe Hannon / Ben Edenharder / Anisah Mahomed Zurich: Tommy Hadewicz / Raffael Huber Phone +44 (0) 20 7567 8000

Financial calendar

1 December 2025, 16:30 hrs CET, Capital Markets Day, Zurich, with a focus on Cicor’s existing business

 

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 4,400 employees in 13 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.