Kevin Perhamus, President and Chief Executive Officer of Arxis, said of the acquisition, "Omnetics is exactly the kind of business we built Arxis to own. For over 40 years, the company has been the trusted standard in Nano- and Micro-D-Sub connectors for applications where failure is not an option, earning preferred-source positions on long-tenured programs that are highly difficult to replicate." Gary Jacobs stated, "Arxis shares our deep commitment to innovation, quality, and the customers who rely on us. Joining Arxis gives us the resources and platform to accelerate investment in our products, our technology, and our people, while continuing to deliver high performance and reliability to our customers." Rajeev Amara, Chairman of Arxis and CEO of Arcline, said the Omnetics and concurrently announced MagCanica acquisitions reinforce "the power of the Arxis-Arcline partnership in creating a repeatable engine of value creation for Arxis as a next-generation industrial compounder."
The aggregate consideration for the Omnetics merger was based on an agreed enterprise value of approximately $770 million, subject to customary closing adjustments, and was paid entirely in Arxis Class A common stock, reflecting what the company described as Omnetics shareholders' preference for public-company stock over cash. At closing, Arxis issued 13,351,964 shares of Class A common stock to former Omnetics shareholders, representing approximately 3.1 percent of Arxis' total common stock outstanding as of the closing date, and funded $8.0 million into cash escrow accounts to secure post-closing indemnification obligations under the merger agreement. The number of shares issuable as consideration was subject to a collar (with the collar floor set at 85 percent of the exchange-ratio calculation price), with any value shortfall below the applicable floor payable to Omnetics shareholders in cash instead of stock. The merger agreement also included a working capital adjustment mechanism (Section 2.16) under which closing consideration is trued up based on closing working capital relative to a target. Arxis disclosed that, combined with its concurrently announced acquisition of MagCanica, Inc., the aggregate purchase price across both deals (approximately $890 million at announcement) represented approximately 12 times FY27 estimated adjusted EBITDA; no Omnetics-specific EBITDA multiple was disclosed separately.
Omnetics shareholders, including the company's five largest shareholders, entered into lock-up agreements restricting resale of the Arxis shares received as consideration. For the five largest shareholders, the stock will be released from transfer restrictions in four equal tranches, with the first release in October 2026 and the final release in May 2028, and those holders must give Arxis 30 days' prior written notice of any proposed sales during the lock-up period; other, smaller shareholders will be released from lock-up restrictions in October 2026. Arxis also agreed to file a registration statement with the SEC covering resale of the shares issued as merger consideration pursuant to a Registration Rights Agreement entered into at closing. The shares were issued without registration in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933.
William Blair & Company, L.L.C. served as financial advisor to Arxis, and Vermillion Capital (also referred to as Vermillion Capital, LLC in the merger agreement, which established the transaction data room) served as financial advisor to Omnetics. No legal advisors to either party were identified in the Form 8-K filings, the merger agreement, or the related press releases. Upon closing, Omnetics began operating within Arxis' Electronic Components segment. The merger agreement's closing was subject to customary conditions precedent, including regulatory approval; no termination fee provision was identified in the merger agreement. The deal has closed; no post-closing 8-K beyond the August 18, 2026 completion announcement, and no proxy statement, S-4, or tender-offer filing, was identified or was applicable, since the transaction was a direct merger of a privately held target funded with registration-exempt stock rather than a stock-for-stock combination of two reporting companies.
