Completion of Acquisition or Disposition of Assets · Regulation FD Disclosure · Other Events
Item 2.01 Completion of Acquisition or Disposition of Assets As previously reported, Enerpac Tool Group Corp. (the “Company”) and its wholly owned subsidiary, Rodeo Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Agreement”), dated as of July 7, 2026, with Specialized Fabrication Equipment Group LLC, a Delaware limited liabil…
Filed Oct 28, 2026Accepted Oct 28, 2026, 4:00 PM EDTCIK 6955Accession 0001140361-26-041034
Enerpac Tool Group Corp. is a premier industrial tools, services, technology, and solutions provider serving a broad and diverse set of customers and end markets for mission-critical applications in more than 100 countries. Its tools and services make complex, often hazardous jobs possible safely and efficiently. The Company delivers mission-critical solutions across high-pressure hydraulics, precision-controlled force, lifting and positioning, pipe preparation, orbital welding and cutting, and on-site services for industrial customers worldwide. Founded in 1910, the Company is headquartered in Milwaukee, Wisconsin, and its common stock trades on the NYSE under the symbol EPAC. For more information, visit www.enerpactoolgroup.com.
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Item 2.01Item 2.01 - Completion of Acquisition
Item 2.01 Completion of Acquisition or Disposition of Assets
As previously reported, Enerpac Tool Group Corp. (the “Company”) and its wholly owned subsidiary, Rodeo Merger Sub, LLC, a Delaware limited liability
company (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Agreement”), dated as of July 7, 2026, with Specialized Fabrication Equipment Group LLC, a Delaware limited liability company (“SFE Group”), and SFEG Holdings, Inc., a
Delaware corporation, solely in its capacity as representative of the equityholders of SFE Group (the “Representative”), which Agreement was amended by a First Amendment to Agreement and Plan of Merger, dated as of October 27, 2026 (the
“Amendment” and the Agreement, as amended by the Amendment, the “Merger Agreement”). The Merger Agreement provided for the acquisition by the Company of SFE Group pursuant to a merger of Merger Sub with and into SFE Group, with SFE Group being the
surviving limited liability company of the merger (the “Merger”). The Merger was completed on October 28, 2026 (the “Closing Date”).
The aggregate amount paid by the Company with respect to the equity interests in SFE Group pursuant to the Merger Agreement is approximately $452
million in cash, plus the issuance by the Company of approximately $20 million in Restricted Stock Unit awards to key personnel of SFE Group, in lieu of cash payment of transaction bonuses owed by SFE Group to such personnel upon completion of the
Merger, with the cash consideration being subject to customary adjustments for the level of cash, net working capital, transaction related expenses (including with respect to the transaction bonuses), indebtedness and other similar items existing
at SFE Group and its subsidiaries as of the Closing Date.
SFE Group is a global industrial equipment company focused on pipe fabrication, welding, machining, and maintenance tools. It was formed in 2019
through the merger of three established brands and subsequent acquisitions to include the following brands: Climax, B&B Sumner, Axxair, Sumner Material Lifts, TAG, Mathey Dearman, Magnatech, Bortech, Fit-Up Pro, H&S Tool, PPM, and Calder.
SFE Group serves industries such as aerospace & defense, food & beverage, bio-pharma, oil & gas, manufacturing, utilities, power generation, semiconductor, maritime, mining, transportation, data centers, and hospitals.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of
the Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 9, 2026, and the complete text of the
Amendment which was filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on October 28, 2026, each of which is incorporated herein
by reference.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure
On October 28, 2026, the Company issued a press release relating to the completion of the acquisition of SFE Group, which press release is furnished as
Exhibit 99.1 hereto.
The information in this Item 7.01 and Exhibit 99.1 hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events
As contemplated by the Merger Agreement, on the Closing Date, the Company and each of three executives of SFE Group entered into separate agreements
providing that an aggregate of approximately $10.9 million of the cash merger consideration to be paid to such executives (or entities through which such executives held equity interests in SFE Group) shall be deposited in an escrow account and
applied to purchase, on behalf of each such executive, shares of Class A common stock of the Company in open market transactions. Such agreements require such executives to purchase such shares in collective compliance with Rule 10b-18 under the
Exchange Act within a 15 trading day period following the completion of the Merger at such time as the Company is not in a blackout period. Such agreements further provide restrictions on the ability of such executives to sell or otherwise transfer
such purchased shares for a period ending on the third anniversary of the Closing Date.
Filed exhibits (1)
EX-99.1 (by filename) ef20084507_ex99-1.htm
Exhibit 99.1
648 N. Plankinton Avenue
Milwaukee, WI 53203
648 N. Plankinton Avenue
Milwaukee, WI 53203
648 N. Plankinton Avenue
Milwaukee, WI 53203
Immediate Release Contact:
Christian Audi
Senior Director, Investor Relations
christian.audi@enerpac.com
christian.audi@enerpac.com
ENERPAC TOOL GROUP COMPLETES ACQUISITION OF SFE GROUP,
EXPANDING PORTFOLIO OF PREMIUM INDUSTRIAL TOOL BRANDS
Highlights
Enerpac Tool Group has completed the previously announced acquisition of Specialized Fabrication Equipment Group LLC.
The acquisition will expand Enerpac's exposure to high-growth end markets.
SFE Group generated approximately $170 million of sales and approximately $44 million of adjusted EBITDA1 for the trailing twelve months ended March 31, 2026.
The acquisition is expected to be accretive to fiscal 2027 adjusted EPS2.
MILWAUKEE, WI, October 28, 2026 - Enerpac Tool Group Corp. (NYSE:
EPAC) (“Enerpac” or the “Company”) today announced that it has completed its previously announced acquisition of Specialized Fabricat…