Exhibit (a)(1)(C)
Offer to Purchase
All Outstanding Shares of Common Stock
of
SIGMATRON INTERNATIONAL, INC.
at
$3.02 per share, net in cash, without interest and less any required tax withholding
Pursuant to the Offer to Purchase dated June 26, 2025
by
TRANSOM AXIS MERGERSUB, INC.
a wholly-owned subsidiary
of
TRANSOM AXIS ACQUIRECO, LLC
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE PAST 11:59 P.M., EASTERN TIME, ON JULY 24, 2025, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED. | ||
June 26, 2025
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been engaged by Transom Axis MergerSub, Inc., a Delaware corporation (“Merger Sub”), and a wholly owned subsidiary of Transom Axis AcquireCo, LLC, a Delaware limited liability company (“Parent”), to act as information agent (the “Information Agent”) in connection with Merger Sub’s offer to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the “Shares”), of SigmaTron International, Inc., a Delaware corporation (“SigmaTron”), at a purchase price of $3.02 per Share, net to the stockholder in cash, without interest and less any required tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 26, 2025 (the “Offer to Purchase”) and in the related Letter of Transmittal, dated June 26, 2025 (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”). Please furnish copies of the enclosed materials to those of your clients for whom you hold Shares registered in your name or in the name of your nominee.
The Offer and the Merger (as defined below) are not subject to any financing condition. The conditions to the Offer are described in Section 15 of the Offer to Purchase.
For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:
1. | The Offer to Purchase; |
2. | The Letter of Transmittal (including Internal Revenue Service Form W-9) for your use in accepting the Offer and tendering Shares and for the information of your clients; |
3. | A form of letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer; and |
4. | SigmaTron’s Solicitation/Recommendation Statement on Schedule 14D-9. |