Esco Technologies Inc.

04/15/2026 | Press release | Distributed by Public on 04/15/2026 15:28

ESCO ANNOUNCES AGREEMENT TO ACQUIRE MEGGER GROUP LIMITED (Form 8-K)

ESCO ANNOUNCES AGREEMENT TO ACQUIRE MEGGER GROUP LIMITED

- Global Provider of Test, Monitoring and Data Analytics Solutions for Electric Power Assets -

- Adds Complementary Portfolio of Products Expanding Presence in International Markets -

- Continues Transformational Shift Towards High Margin/High Growth End-Markets -

ST. LOUIS, April 15, 2026 - ESCO Technologies Inc. (NYSE: ESE) today announced that it has agreed to acquire the Megger Group Limited (Megger) business of TBG AG (TBG). Under the terms of the definitive agreement ESCO will acquire Megger for total consideration of $2.35 billion, consisting of $0.9 billion in cash and ESCO equity valued at approximately $1.4 billion. The cash portion will be funded through existing cash on hand and incremental debt, with committed financing in place. The value represents approximately 14x projected 2026 EBITDA, including synergies.

Reflecting their confidence in ESCO's growth and value creation, TBG has agreed to certain lock-up provisions with respect to its equity ownership in ESCO common stock. Upon closing of the transaction, TBG will have nomination rights for one seat on ESCO's Board of Directors.

Megger is a leading global provider of testing, monitoring, and data-driven solutions for utilities and critical electric infrastructure, including industrial, transportation, data center and renewable end markets. Leveraging differentiated software and analytics capabilities, Megger empowers customers to operate with confidence and efficiency. Megger has a strong presence across the globe with key hubs in the United Kingdom, Europe, North America, and Asia.

Megger will become part of ESCO's Utility Solution Group (USG) segment. Their products and services include battery, cable, circuit breaker, relay, transformer, and motor test equipment, on-line monitoring solutions, and data analytics for grid and electric power assets.

"This transformational transaction will expand our scale and international reach, further strengthening our position as a valued partner to utilities worldwide. The addition of Megger is a major milestone in our strategy to build a scaled, differentiated, high-margin utility solutions platform," said Bryan Sayler, President and Chief Executive Officer of ESCO Technologies. "We have long admired Megger and view it as an exceptional strategic fit within our USG portfolio. Megger adds a respected and differentiated product portfolio, with highly complementary capabilities, deep technical expertise, and strong customer and supplier relationships."

"We are incredibly proud of the exceptional platform we have built at Megger and believe ESCO is the ideal partner to accelerate the next stage of growth," said Jeremy Abson, Chief Executive Officer of TBG. "We believe in the strategic vision of what the Doble and Megger combination can be in the future and are supportive of ESCO's broader businesses and strategies."

Compelling Strategic and Financial Benefits

· Adds a complementary portfolio of products: Megger adds complementary test equipment that will expand our product offerings into key new areas across the electric utility end market. Together Doble and Megger will deliver a more comprehensive set of solutions for our regulated electric utility customers.
· Expands scale and global presence: Megger has a strong global presence and will expand both our product offerings in North America and our served markets in the United Kingdom, Europe, and Asia.
· Strong growth profile: Megger is expected to have approximately $590 million in revenue in 2026, with a strong growth outlook for the future, driven by the need to maintain utility assets as they upgrade and expand grid infrastructure globally to meet the increasing demand for electricity.
· Synergies: Through targeted collaboration between ESCO and Megger, the combination is expected to realize approximately $60 million in cost synergies within the first three years following closing.
· Continued expansion of ESCO's exposure to high-growth, profitable end markets: Approximately 85 percent of ESCO's pro forma revenue is positioned to benefit from secular tailwinds across the Utility and Aerospace & Defense end markets.

ESCO Preliminary Q2 2026 Earnings Results

The Company expects to report Q2 2026 results from Continuing Operations which include Revenue of $309 million, GAAP EPS of $1.29, and Adjusted EPS of $1.91. These results reflect another quarter of strong sales growth and margin improvement and are in excess of our prior guidance for the quarter.

The Company will report full second quarter results and an update to the full year outlook after the market close on Thursday, May 7, 2026, followed by a conference call where the financial results and related commentary will be discussed.

Advisors

J.P. Morgan Securities LLC acted as lead financial advisor and Stephens Inc. acted as financial advisor to ESCO. Bryan Cave Leighton Paisner LLP is serving as legal counsel to ESCO. Rothschild & Co acted as financial advisors to Megger and TBG. Willkie Farr & Gallagher LLP is serving as legal counsel to Megger and TBG.

Conference Call

The Company will host a conference call tomorrow, April 16, at 7:30 a.m. Central Time, to discuss the acquisition. A live audio webcast and an accompanying slide presentation will be available in the Investor Center of ESCO's website. Participants may also access the webcast using this registration link. For those unable to participate, a webcast replay will be available after the call in the Investor Center of ESCO's website.

Esco Technologies Inc. published this content on April 15, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 15, 2026 at 21:29 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]