Megger seller TBG AG takes 16.4% of ESCO Technologies and a board seat after $922m deal

Swiss company TBG AG now holds 16.4% of ESCO Technologies Inc. (CIK 866706), the Missouri-incorporated industrial group, after selling it Megger Group Limited, according to a Schedule 13D filed with the SEC on 8 October 2026.

The filing states that TBG AG received 5,100,000 ESCO common shares as partial consideration for the sale of Megger Group to ESCO UK Global Holdings Ltd, a wholly owned ESCO subsidiary. Completion took place on 1 October 2026. (Schedule 13D, 8 October 2026)

Total consideration under the purchase agreement is $922 million in cash plus the shares, subject to a cash post-closing adjustment for net debt and working capital. (Schedule 13D, Item 3, 8 October 2026)

The 16.4% figure is calculated on 25,907,567 shares outstanding at 31 July 2026 plus the 5,100,000 shares issued to TBG AG. (Schedule 13D, Item 5, 8 October 2026)

Under a shareholder agreement signed on completion, TBG AG may designate one director while it holds at least half of the consideration shares. TBG AG's chief executive has been appointed to ESCO's board as a Class III director with a term ending in 2029. (Schedule 13D, Items 4 and 6, 8 October 2026)

The agreement restricts transfers of the shares for 12 months, with half released after six months, and bars the seller holders from acquiring more than 24.5% of ESCO's common stock without board consent. It also commits them to vote for board-nominated directors and board-recommended proposals, with exceptions. (Schedule 13D, Item 6, 8 October 2026)

The filing states that TBG AG holds the shares for investment purposes. (Schedule 13D, Item 4, 8 October 2026)

The filings do not state the value attributed to the consideration shares. Loro has made no approach to the company. Figures are as reported in ESCO Technologies' SEC filings.