Cicor Technologies Ltd. revises its offer for UK-based TT Electronics Plc and introduces a final*, all cash offer of 150p with share alternative, supported by the TT Electronics board of directors

Ad hoc announcement pursuant to Art. 53 LR

Bronschhofen, 18 November 2025 – On 30 October 2025, the board of directors of Cicor Technologies Ltd. (SIX Swiss Exchange: CICN) announced its intention to acquire TT Electronics Plc in accordance with the Rule 2.7 of the UK Takeover Code. The offer consideration comprised 100 pence in cash and 0.0028 Cicor shares per TT share, such Cicor shares representing 50 pence based on Cicor's three-month volume-weighted average share price at the day prior to announcement of the original offer. Following constructive engagement with the TT board of directors and major shareholders, Cicor introduces today a final* all cash offer of 150p with a share alternative. The revised transaction terms allow TT shareholders greater flexibility to tailor the consideration mix of the offer, providing a more compelling offer for TT shareholders that cannot, or otherwise do not wish to, hold Swiss listed shares. The revised offer is fully supported by the TT Electronics board of directors.

The board of directors of Cicor announces a revision to the terms of the acquisition pursuant to which TT shareholders will have additional flexibility to realise their investments in TT shares entirely in cash or to elect to receive new Cicor shares on equivalent financial terms to the original offer. The revised offer follows constructive engagement with the TT board of directors and TT’s major shareholders. While Cicor firmly believes that the original offer represented full and fair value for TT, it acknowledges the concerns of some TT shareholders that cannot, or otherwise do not wish to, hold Swiss listed shares. As a result, the revised offer provides flexibility for TT shareholders to tailor the proportion of cash versus new Cicor shares they receive. The revised offer has the unanimous support of the TT board of directors.

* The financial terms of the revised offer (as described below) are final and will not be increased or improved, except that Cicor reserves the right to increase the amount of the all cash offer and/or improve the financial terms of the share alternative if there is an announcement, on or after the date of this announcement, of an offer or a possible offer for TT by a third party offeror or potential offeror.

Under the terms of the revised offer, each TT Shareholder will be entitled to receive for each TT share 150 pence in cash or may elect (other than in the case of restricted overseas persons) to receive 0.0084 new Cicor shares or a combination of cash and shares as outlined below.

The all cash offer represents:

• a premium of approximately 58 per cent to the closing price of 95 pence per TT share on 29 October 2025 (being the last business day before the date of the original offer announcement); 
• a premium of approximately 47 per cent to the volume-weighted average price of 102 pence per TT share for the three-month period ended 29 October 2025 (being the last business day before the date of the original offer announcement); and
• a premium of approximately 105 per cent to the closing price of 73 pence per TT share on 30 April 2025 (being the date that is six months prior to the date of the original offer announcement). 

Based on the three-month volume-weighted average closing price of Cicor shares on 29 October 2025 (being the last business day before the date of the original offer announcement) of CHF 188 and the CHF/GBP exchange rate of 0.9481, the share alternative values each TT share at 150 pence.

The combination of the all cash offer and the share alternative ensures that TT shareholders who wish to receive consideration under the original offer may do so by electing for the share alternative in respect of one-third of their TT shareholding. In addition, the revised offer provides further flexibility compared with the initial offer:

• TT shareholders who would prefer to receive cash consideration in respect of the entirety of their holdings of TT shares are able to do so without taking any further action.
• TT shareholders (other than restricted overseas persons) who wish to receive new Cicor shares in respect of part of their holdings of TT Shares are able to do so, if they wish to remain invested in the enlarged Cicor group after completion of the acquisition, subject to making a valid election to do so. The maximum number of new Cicor shares available to eligible TT shareholders under the share alternative will be subject to a cap, as further described in the joint announcement released by Cicor and TT in the UK today under Rule 2.7 of the UK Takeover Code. 

Cicor will fund the additional cash consideration by additional debt incurred under an amended bridge facilities agreement. Cicor intends to undertake a placing of new Cicor shares in order to raise approximately CHF 75 million to help maintain the group’s conservative capital structure. If all TT shareholders validly elect to receive the share alternative in full, Cicor expects pro forma net leverage of the enlarged Cicor group to be around 2 times by the end of 2026. If all TT shareholders receive the all cash offer (i.e. if there are no valid elections for the share alternative), pro forma net leverage of the enlarged Cicor group will be closer to 2.75 times by the end of 2026.

If TT shareholders approve the offer via a scheme of arrangement in the UK, and all conditions are met, this will pave the way for the creation of the largest pure-play global EMS business in the high-mix, low-volume segment. TT’s strengths in EMS, engineered power systems and custom components, together with its strategic focus on key end markets, make it a strong and complementary partner for Cicor.

Further details of the acquisition, including the expected timetable of principal events and next steps to be taken by TT shareholders, will be set out in the scheme document to be published by TT by no later than 27 November 2025.  

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.

The Cicor Group is a globally active provider of full-cycle electronic solutions from research and development to manufacturing and supply chain management. Cicor’s approximately 4,400 employees in 13 countries are serving leaders from the medical, industrial and aerospace & defence industries. Cicor creates value to its customers through the combination of customer-specific development solutions, high-tech components, as well as electronic device manufacturing. The shares of Cicor Technologies Ltd. are traded at the SIX Swiss Exchange (CICN). For further information, please visit the website www.cicor.com.

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