Triumph Group merger moves forward as HSR waiting period expires

Triumph Group Inc . (NYSE:TGI), an aircraft components manufacturer with a market capitalization of $1.96 billion, has announced the expiration of the Hart-Scott-Rodino (HSR) Antitrust Improvements Act waiting period, a significant step towards the completion of its merger with Titan BW Acquisition Holdco Inc. and its subsidiary. The company’s stock has shown remarkable strength, surging over 91% in the past six months and currently trading near its 52-week high of $25.41. According to InvestingPro analysis, the stock appears slightly overvalued at current levels. This development, which occurred at 11:59 p.m. Eastern Time on Monday, clears a major regulatory hurdle and brings the merger closer to fruition.

The merger, first announced on February 2, 2025, involves Titan BW Acquisition Merger Sub Inc., a wholly owned subsidiary of Titan BW Acquisition Holdco Inc., merging with Triumph Group, with Triumph surviving as a wholly owned subsidiary. The company maintains a healthy financial position with a current ratio of 2.5, indicating strong liquidity to meet its short-term obligations. The completion of the transaction is subject to additional conditions, including regulatory approvals under foreign direct investment and competition laws, approval by Triumph Group’s stockholders, and other customary closing conditions.

While the HSR waiting period has concluded, the merger is still pending approval from Triumph Group’s stockholders and the receipt of other regulatory approvals. These conditions are necessary for the finalization of the transaction, which is expected to close in the second half of 2025.

Triumph Group has filed a preliminary proxy statement with the Securities and Exchange Commission (SEC) on March 6, 2025, and plans to file a definitive proxy statement to provide its stockholders with pertinent information regarding the proposed merger. The company urges stockholders to read these materials carefully before making any voting decisions.

The forward-looking statements included in the company’s announcement reflect management’s expectations for the future. However, these statements are subject to risks and uncertainties that may cause actual results to differ. InvestingPro data reveals that while the company trades at a relatively low P/E ratio of 3.49, analysts have recently revised their earnings expectations downward. For deeper insights into Triumph Group’s financial health and future prospects, investors can access comprehensive analysis and 13 additional ProTips through InvestingPro’s detailed research reports, available as part of their coverage of 1,400+ US equities. Factors that could affect the outcome include potential changes in relationships with customers, employees, suppliers, or litigation related to the merger.

This news is based on a press release statement and further information regarding the transaction can be found in Triumph Group’s reports filed with the SEC, including their Annual Report for the fiscal year ended March 31, 2024, and subsequent Quarterly Reports. The company has emphasized that the forward-looking information should be considered in light of these factors.

In other recent news, Triumph Group reported fiscal third-quarter earnings that exceeded expectations, with EBITDA reaching $56 million, surpassing the consensus estimate of $52 million. The company also saw a significant year-over-year sales increase of 11%, totaling $316 million, which was 8% above the consensus. Additionally, Triumph Group is set to be acquired by private equity firms Warburg Pincus and Berkshire Partners in an all-cash deal valued at $3 billion, including the company’s debt. This acquisition news has influenced analyst ratings, with Wolfe Research downgrading the stock to ’Peer Perform’ and Baird moving it to ’Neutral’, while both firms adjusted their price targets to reflect the acquisition price.

Meanwhile, Truist Securities raised its price target for Triumph Group to $26, aligning with the acquisition offer, and maintained a Hold rating on the stock. The acquisition is expected to deliver significant value to shareholders, with Baird noting minimal regulatory risks associated with the transaction. Triumph Group also achieved a milestone in its Actuation Products and Services business, delivering over $28 million in aftermarket shipments for Boeing (NYSE:BA) 787 and Airbus A380 landing gear systems. This record shipment level reflects the growing demand for Triumph’s services as these aircraft enter their heavy maintenance periods.

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