ESCO announces agreement to acquire Megger Group Limited

St. Louis, April 15, 2026 (GLOBE NEWSWIRE) — ESCO Technologies Inc. (NYSE: ESE) today announced that it has agreed to acquire the Megger Group Limited (Megger) business from TBG AG (TBG). Under the terms of the definitive agreement, ESCO will acquire Megger for a 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 financed with existing cash and additional debt, where committed financing is available. The value represents approximately 14x expected 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 completion of the transaction, TBG will have nomination rights for one seat on the ESCO Board of Directors.

Megger is a leading global provider of testing, monitoring and data-driven solutions for utilities and critical electrical infrastructure, including industrial, transportation, data center and renewable end markets. By leveraging differentiated software and analytics capabilities, Megger enables customers to work with confidence and efficiency. Megger has a strong presence around the world with major hubs in the UK, Europe, North America and Asia.

Megger becomes part of ESCO’s Utility Solution Group (USG) segment. Their products and services include battery, cable, circuit breaker, relay, transformer and motor test equipment, online monitoring solutions and data analytics for grid and electrical energy sources.

“This transformational transaction will increase our scale and international reach, further strengthening our position as a valued partner for utilities worldwide. The addition of Megger is a key 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 consider it an exceptional strategic fit within our USG portfolio. Megger adds a well-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 phase 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 support ESCO’s broader activities and strategies.”

Compelling strategic and financial benefits

• Adds a complementary portfolio of products: Megger adds additional test equipment that will expand our product offering into important new areas of the electric utility end market. Together, Doble and Megger will deliver a more comprehensive range of solutions for our regulated electricity customers.
• Expands scale and global presence: Megger has a strong global presence and will expand our product offering in North America as well as our served markets in the UK, Europe and Asia.
• Strong growth profile: Megger is expected to have revenues of approximately $590 million by 2026, with strong future growth prospects, driven by the need to maintain utilities as they upgrade and expand grid infrastructure globally to meet increasing electricity demand.
• 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 after 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 long-term tailwinds in the Utility and Aerospace & Defense end markets.

ESCO preliminary profit results second quarter 2026
The company expects to report second-quarter 2026 results from continuing operations, including revenue of $309 million, GAAP earnings per share of $1.29 and adjusted earnings per share of $1.91. These results reflect another quarter of strong revenue growth and margin improvement and exceed our previous expectations for the quarter.

The company will report full second-quarter results and a full-year guidance update after market close on Thursday, May 7, 2026, followed by a conference call to discuss financial results and related commentary.

Advisors
JP Morgan Securities LLC served as lead financial advisor and Stephens Inc. acted as financial advisor to ESCO. Bryan Cave Leighton Paisner LLP serves as legal counsel to ESCO. Rothschild & Co acted as financial advisors to Megger and TBG. Willkie Farr & Gallagher LLP is acting as legal advisor to Megger and TBG.

Conference call
The company will hold a conference call tomorrow, April 16, at 7:30 a.m. Central Time to discuss the acquisition. A live audio webcast and accompanying slide presentation will be available in the Investor Center from the ESCO website. Participants also have access to the webcast registration link. For those unable to participate, a replay of the webcast will be available after the call in the Investor Center from the ESCO website.

Forward-looking statement
Statements in this press release regarding management’s expectations for second quarter 2026 revenue, GAAP EPS and adjusted earnings per share, as well as future growth, growth strategy, expectations, beliefs and benefits resulting from the acquisition, and other statements that are not strictly historical, are considered “forward-looking statements” within the meaning of the safe harbor provisions of the federal securities laws. Investors are cautioned that such statements are only predictions and speak only as of the date of this press release, and the Company undertakes no duty to update them except as required by applicable law or regulation. There can be no assurance that the acquisition will be completed, and there are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein. The risks and uncertainties associated with such forward-looking statements regarding the acquisition include, but are not limited to, the ability and timing to complete the acquisition, including obtaining required regulatory approvals and financing to finance the acquisition; ESCO’s ability to immediately and effectively integrate the acquired business after the acquisition is completed, and ESCO’s ability to realize the expected cost savings and synergies from the acquisition; operating costs, customer losses and business disruption (including difficulties in maintaining relationships with the acquired company’s employees, customers or suppliers) that may be greater than anticipated following the completion of the acquisition; and other risks and uncertainties described in Item 1A, Risk Factors, of ESCO’s Annual Report on Form 10-K for the year ended September 30, 2025.

About ESCO
ESCO Technologies is a global supplier of highly engineered products and solutions serving diverse end markets. It produces filtration and fluid control products, advanced composites, as well as signature and energy management solutions for aerospace, marine and industrial customers. ESCO is a market leader in the design and manufacture of RF test and measurement products and systems; and provides diagnostic tools, software and services to industrial energy users and the electric utility and renewable energy industries. ESCO and its subsidiaries are headquartered in St. Louis, Missouri and have offices and manufacturing facilities around the world. For more information about ESCO and its subsidiaries, please visit ESCO’s website at http://www.escotechnologies.com.

SOURCE ESCO Technologies Inc.
Kate Lowrey, Vice President of Investor Relations, (314) 213-7277