TT Group Industries, Inc. reached an agreement in principle to acquire Torotel, Inc. (OTCPK:TTLO) from group of shareholders for $37 million on September 8, 2020. TT Group Industries, Inc. signed a definitive agreement to acquire Torotel, Inc. from a group of shareholders on September 17, 2020. As part of the consideration, TT Group will acquire Torotel in merger consideration of $6.17 per share in cash. The consideration will be funded partly by the placing proceeds of £20 million ($25.9108 million) and the remaining will be funded by using TT's existing debt facilities. Post-closing, Torotel will operate as a wholly owned subsidiary of TT Group. In case of termination of the transaction, Torotel will be required to pay TT Electronics a termination fee of $1.1 million. As part of the transaction, Herb Sizemore, Chairman, President and Chief Executive Officer of Torotel, along with the Torotel team, will join TT group. The transaction is subject to approval of holders of two-thirds of Torotel's outstanding shares, third party approval, satisfaction of regulatory conditions and other customary closing conditions. The acquisition is not conditional on completion of the placing. In connection with Torotel's entry into the definitive agreement, certain significant shareholders and each director and executive officer holding shares, who collectively own approximately 62% of Torotel's outstanding shares, have signed voting agreements committing to vote their shares in favor of the transaction. The Boards of Directors of Torotel and TT Group unanimously approved the transaction. It is anticipated that the special meeting of Torotel's shareholders to secure the necessary vote will be held in November 2020. On November 9, 2020, the Merger Agreement was approved by the requisite vote of the Torotel’s shareholders at the Special Meeting. The transaction is expected to close in the fourth calendar quarter of 2020. The transaction is expected to be modestly accretive to the underlying earnings per share TT's first full financial year of ownership. Philpott Ball & Werner, LLC acted as the financial advisor and fairness opinion provider to Torotel. Adelicia Cliffe of Crowell & Moring LLP acted as legal advisor to TT Group and Kelly Sullivan of Bryan Cave Leighton Paisner LLP acted as legal advisor to Torotel. Computershare acted as the transfer agent to Torotel as part of the transaction. TT Group Industries, Inc. completed the acquisition of Torotel, Inc. (OTCPK:TTLO) from a group of shareholders on November 10, 2020.