ESCO closes ~$2.3B Megger buy to deepen utility test platform

ESCO Technologies completed its acquisition of Megger Group Limited from TBG AG on October 1, 2026 for approximately $2.3 billion in cash and stock, according to a Form 8-K, folding the utility testing specialist into its Utility Solutions Group.

ESCO Technologies said it completed its previously announced purchase of Megger Group Limited on October 1, 2026, paying about $2.3 billion in cash and stock to TBG AG and folding the utility testing specialist into its Utility Solutions Group.

What closed October 1

ESCO Technologies Inc. (NYSE: ESE) reported in a Form 8-K that on the Closing Date of October 1 it completed the purchase of the entire issued share capital of Megger Group Limited, a company incorporated in England and Wales, from TBG AG under a share purchase agreement dated April 15, 2026. The filing says the aggregate cash and stock consideration paid was approximately $2.3 billion, consisting of $922 million in cash and 5.10 million shares of ESCO common stock, subject to a post-closing adjustment based on Megger's net debt and working capital payable in cash.

An April 16 Form 8-K on the definitive agreement had put total consideration at approximately $2.35 billion with the same $922 million cash and 5.10 million share mix; the October 1 closing 8-K restates the paid aggregate as approximately $2.3 billion. ESCO's October 1 Completes release confirms the close and Megger's move into the Utility Solutions Group but does not restate purchase-price dollars.

Utility platform and board seat

ESCO's Completes release casts Megger as a global provider of testing, monitoring, and data-driven solutions for utilities and critical electric infrastructure and says the business will become part of the Utility Solutions Group. TBG agreed to lock-up provisions on its ESCO equity and received nomination rights for one Board seat. Effective October 1, ESCO's Board increased from eight to nine directors and elected Jeremy P. Abson as a Class III director under the Shareholder Agreement; he joins the Nominating and Corporate Governance Committee and the Executive Committee.

The Shareholder Agreement dated October 1 also sets a 12-month Restricted Period on transfers of the Consideration Shares, with 50% released six months after closing, and includes standstill limits that generally cap Seller Holders at 24.5% of outstanding common stock without Board consent, plus customary registration, preemptive, and information rights.

How the cash leg was funded

A New Credit Agreement that became effective substantially concurrently with closing provides a $500 million revolving facility, a $500 million Term Loan A, and a $500 million Term Loan B. On the Closing Date ESCO borrowed approximately $1.0 billion under those facilities to fund the cash portion of the purchase price, refinance existing indebtedness of ESCO and Megger, and pay transaction costs. The prior credit agreement terminated on the Closing Date.

ESCO's April announcement said Megger was expected to generate approximately $590 million of revenue in 2026 and that the combination was expected to realize approximately $60 million of cost synergies within the first three years after closing - company expectations from the announce materials, not restated in the October 1 closing 8-K. FY 2027 financial guidance inclusive of Megger is slated for November with fourth-quarter 2026 earnings, the Completes release said.

ESCO Technologies' Form 8-K AccNo 0001104659-26-113300 (Items 2.01, 2.03, and 5.02) is the company disclosure for the October 1 close; AccNo 0001104659-26-044425 is the April 16 source for the approximately $2.35 billion announce structure and related announce metrics.