TT Electronics’ proposed £287 million takeover by Swiss electronics group Cicor has collapsed after shareholders voted against the deal, bringing an end to a process that began in October.
The boards of both companies had agreed a recommended cash and share acquisition, under which Cicor would acquire the entire issued and to-be-issued share capital of TT.
Under a revised final offer announced in November, TT shareholders were given the option of receiving either 150p in cash per share or 0.0084 new Cicor shares, with the transaction to be implemented via a court-approved scheme of arrangement.
However, at a court meeting and general meeting held today, the negotiations failed to secure the required level of shareholder support.
Only 51.77% of votes cast by value were in favour of the scheme, below the statutory thresholds needed for approval, meaning the acquisition has formally lapsed.
Company chairman Warren Tucker also confirmed that he plans to step down as chairman after serving two three-year terms, although he will remain in post until the company’s AGM in May to allow for an orderly transition.
“The TT Board is committed to representing the interests of all of TT’s shareholders and wider stakeholders and has fulfilled its duty to present the acquisition to TT shareholders for their consideration, given its value,” he said.
“As only 51.77% of shareholders by value voted in favour of the scheme, the TT board notes that the acquisition will not now proceed. The result is clear and the TT board will continue to focus on existing business delivery.
“Against this background, the TT board intends to consult with its principal shareholders on its proposed strategy to take the business forward.
“TT is clearly at an inflection point and accordingly, after two three-year terms as chairman, I have informed the TT board that I intend to step down.
“The TT board has asked me to remain until the AGM in May in order to allow for an orderly transition. The TT board will now commence the process for identifying my successor.”
The collapse brings to an end a whirlwind period for the company, which was also being eyed up by DBAY Advisors.
Despite the failed deal, the firm said trading remains broadly in line with expectations.
The board still expects full-year 2025 adjusted operating profit to be at least in line with previous guidance of £33.7m, with expectations for 2026 unchanged.
Its share price has dipped from 116.1p to 110.52p since the announcement and its market cap sits at just under £200m.
Alexander Hagemann, CEO of Cicor, added: “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.”
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