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# TBG AG Holds 16.4% Of ESCO After Megger Sale, With A Board Seat And A 24.5% Standstill Cap
- URL: https://www.bullished.co/tbg-ag-holds-16-4-of-esco-after-megger-sale-with-a-board-seat-and-a-24-5-standstill-cap-abdc7f4e/
- Published: 2026-10-08T21:16:10.000Z
- Updated: 2026-10-08T21:16:10.000Z
- Description: The Swiss seller of Megger took 5.1 million ESCO shares in the deal, with lock-ups, a standstill and a board designee.
- Author: Matteo Parrino
- Tags: SEC Filings, ESE, Industry: Industrials, Topic: Ownership & Activism

TBG AG, the Swiss firm that sold Megger Group to [ESCO](https://www.bullished.co/tag/ese/), holds [5,100,000 ESCO shares, or 16.4% of the class](https://www.sec.gov/Archives/edgar/data/0002142863/000119312526418042/xslSCHEDULE%5F13D%5FX01/primary%5Fdoc.xml?ref=bullished.co), according to a Schedule 13D (an SEC ownership filing) dated Thursday. The filing says the stake is held "for investment purposes," and TBG's chief executive now sits on ESCO's board.

## What the 13D says

TBG received the shares on October 1 as part of its payment for Megger, which ESCO [completed buying](https://www.globenewswire.com/news-release/2026/10/01/3373396/0/en/esco-completes-acquisition-of-megger-group-limited.html?ref=bullished.co) that day. The total price is $922,000,000 in cash plus the shares, and the cash portion is subject to a later adjustment for Megger's net debt and working capital.

TBG says it has no present plans beyond the Shareholder Agreement it signed with ESCO. It also says it will review the investment on a continuing basis and may buy more shares or sell some or all of them, subject to that agreement and applicable law.

The filing puts the stake at about 16.45% of outstanding stock, using 25,907,567 shares outstanding as of July 31 plus the 5,100,000 new shares. TBG holds sole voting and selling power over all of them.

## The strings attached

Jeremy Abson, TBG's chief executive, joined ESCO's board in Class III, with a term ending in 2029\. TBG keeps the right to name one director as long as it and its permitted transferees hold at least 50% of the shares it received.

The shares are restricted for 12 months after closing, with 50% released after six months. A standstill bars TBG and affiliated holders from owning more than 24.5% of ESCO's outstanding stock without board consent.

TBG has also agreed to vote with the board's nominees and recommendations, excluding a change-of-control deal, a material acquisition or a change to ESCO's articles of incorporation. It gets consent rights over fundamental changes to the business during the restricted period, and preemptive rights to keep its percentage if ESCO sells new shares.

Abson submitted an irrevocable resignation letter, effective if TBG falls below the 50% threshold or he fails to win shareholder approval.

## What to watch

ESCO shares closed at $254.06 on Thursday, down 1.11%, for a market value of $6.7 billion. ESCO has said it will give fiscal 2027 guidance including Megger in November, with fourth-quarter results.

The first lock-up release, covering half of TBG's shares, falls six months after the October 1 closing.

### Sources

- [SCHEDULE 13D — TBG AG re: ESCO Technologies Inc. (ESE)](https://www.sec.gov/Archives/edgar/data/0002142863/000119312526418042/xslSCHEDULE%5F13D%5FX01/primary%5Fdoc.xml?ref=bullished.co) — SEC EDGAR
- [SCHEDULE 13D Exhibit 99.1](https://www.sec.gov/Archives/edgar/data/2142863/000119312526418042/ck0000000000-ex99%5F1.pdf?ref=bullished.co) — SEC EDGAR
- [SCHEDULE 13D Exhibit 99.4](https://www.sec.gov/Archives/edgar/data/2142863/000119312526418042/ck0000000000-ex99%5F4.pdf?ref=bullished.co) — SEC EDGAR
- [ESCO Completes Acquisition of Megger Group Limited](https://www.globenewswire.com/news-release/2026/10/01/3373396/0/en/esco-completes-acquisition-of-megger-group-limited.html?ref=bullished.co) — globenewswire.com

### More on ESCO Technologies

- [ESCO Technologies Closes $2.3 Billion Megger Deal, Adding 5.1 Million Shares To Swiss Seller](https://www.bullished.co/esco-technologies-closes-2-3-billion-megger-deal-adding-5-1-million-shares-to-swiss-seller-252edf2a/)

[All ESCO Technologies (ESE) coverage →](https://www.bullished.co/tag/ese/)