Triumph Group Inc. has announced a merger agreement with Titan BW Acquisition Holdco Inc. and Titan BW Acquisition Merger Sub Inc., effective February 3, 2025. This merger will result in Triumph becoming a wholly-owned subsidiary of Titan, with each share of Triumph's common stock converting to $26.00 in cash at the merger's effective time.

In addition to cashing out shares, outstanding performance stock units, restricted stock units, and in-the-money stock options will also be compensated at predetermined rates. Following the merger, Triumph's equity incentive plans will be terminated. The agreement is subject to standard conditions, including shareholder approval and regulatory clearances.

Warburg Pincus and Berkshire Partners are backing the merger with significant equity and debt financing. Should the merger be terminated under certain conditions, Triumph may incur a termination fee. The company has also amended its Bylaws to designate the Delaware Court of Chancery as the exclusive venue for any legal disputes.

Once the merger is finalized, Triumph Group will operate as a privately held entity under the joint control of Warburg Pincus and Berkshire Partners, with plans to complete the transaction in the latter half of 2025. The Board of Triumph Group has unanimously approved the merger agreement, and the company has communicated these developments to stakeholders.

This acquisition represents a strategic shift for Triumph Group, aimed at enhancing shareholder value and positioning the company for growth in the aerospace and defense sectors. Shareholders are encouraged to review official filings with the Securities and Exchange Commission for more details.

Investors should stay updated on the merger's progress through Triumph Group's investor relations website and SEC filings. Media inquiries can be directed to Kyle Beeson, Director of Communications, or Thomas A. Quigley III, Vice President of Investor Relations.

The merger signifies a transformative phase for Triumph Group, impacting its operational structure and ownership. Stakeholders are advised to monitor future updates closely as the company navigates this significant change.

Triumph Group, Inc. specializes in designing, engineering, manufacturing, and distributing aircraft components and systems globally. It operates in two segments: Triumph Systems & Support and Triumph Interiors, offering a wide range of aerospace products and services.