CERTAIN CONFIDENTIAL PORTIONS HAVE BEEN REDACTED FROM THIS EXHIBIT BECAUSE THEY ARE BOTH (i) NOT MATERIAL AND (ii) A TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT HAS BEEN OMITTED HAS BEEN IDENTIFIED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.

Exhibit 10.1

Execution Version

DATED 15 April 2026

TBG AG

as Seller

ESCO TECHNOLOGIES INC.

as Buyer

AGREEMENT

for the sale and purchase of the share capital of MEGGER GROUP LIMITED

Contents

Documents in the agreed form

Announcement

Bank Pay Off Letters

Confirmation and waiver under paragraph 1(f) of Schedule 4, Part 1 (Seller’s obligations)

Confirmation of no-indebtedness

Data Room Index

Resignations of directors, secretary and auditors

Security Control Agreement

Shareholder Agreement

PARTIES

BACKGROUND

OPERATIVE PROVISIONS

“12 Month EBITDA” has the meaning given to it in Clause 7.10(b).

“401(a) Pension Scheme” has the meaning given to it in paragraph 7(a)(i) of Schedule 6, Part 7 (Pensions).

“ACA” means the Patient Protection and Affordable Care Act of 2010, as amended, and regulations promulgated thereunder.

“Accountants” has the meaning given to it in paragraph 3 of Schedule 10.

“Accounts” means the audited consolidated financial statements of the Group as at and for the financial year ended on the Accounts Date, comprising the consolidated balance sheet, consolidated profit and loss account and consolidated cash flow statement of the Group, and the auditors’ and directors’ reports and notes included at Data Room reference 2.1.3.4.

“Accounts Date” means 30 November 2025.

“Action” has the meaning given to it in Clause 7.14(c).

“AI Technologies” has the meaning given to it in paragraph 9(a) of Schedule 6, Part 4 (Assets ).

“Alternative Buyer” has the meaning given to it in Clause 16.4.

“Applicable Requirements” has the meaning given to it in paragraph 22(a) of Schedule 6, Part 4 (Trading ).

“Associate” means in relation to an undertaking, that undertaking and its subsidiary undertakings and parent undertakings and all subsidiary undertakings of any such parent undertakings from time to time and, in relation to an undertaking that is a general partner of a fund, any adviser to or investment manager of the fund and their respective Associates.

“Associated Person” has the meaning given to it in paragraph 22(a) of Schedule 6, Part 4 (Trading ).

“Bank Loan” means the facilities set out in the Facilities Agreement.

“Bank Pay Off Amount” means the aggregate amount of all principal and accrued interest owing on Completion in relation to the Bank Loan, together with all fees, costs and expenses payable in order to release any Encumbrance granted by a Group Company over any of its shares, assets or undertaking in relation to the Bank Loan, as notified to the Buyer in the Completion Payments Notice in accordance with Clause 9.1.

“Bank Pay Off Letters” means pay off letters in a form (as acceptable to and agreed by the Buyer) duly executed and delivered in relation to the repayment of the Bank Loans.

“Belgian FDI Condition” means following the submission of a notification with respect to the Transaction to the Interfederal Screening Commission under the Cooperation Agreement of 30 November 2022 as enacted by the Law of 14 February 2023 and as published in the Belgian Gazette on 7 June 2023 (the “Belgian FDI Act”), one of the following has been received (expressly or by the expiry of time limits, if applicable): (a) the approval to (if applicable conditionally) consummate the Transaction, or (b) a decision of inadmissibility pursuant to the Belgian FDI Act

“Bulgarian FDI Condition” means confirmation having been received in writing from the Interdepartmental Screening Council at the Council of Ministers (“Screening Council”) (Междуведомствен съвет за скрининг на преките чуждестранни инвестиции) and/or Invest Bulgaria Agency (Българска агенция за инвестиции) (together, the “Bulgarian FDI Authorities”) that the Transaction does not fall within the scope of the Investment Promotion Act (Закон за насърчаване на инвестициите), Chapter Six; or the Regulation for the implementation of the Investment Promotion Act (Правилник за прилагане на закона за насърчаване на инвестициите) and the Regulation for the organization and activities of the Interdepartmental Council for Screening of Foreign Direct Investments (Правилник за организацията и дейността на Междуведомствен съвет за скрининг на преките чуждестранни инвестиции) (together, the “Bulgarian FDI Legislation”); or express authorisation from the Screening Council pursuant to the applicable Bulgarian FDI Legislation relating to the Transaction having been granted; or implicit authorisation being deemed given by the Screening Council pursuant to the applicable Bulgarian FDI Legislation in relation to the Transaction.

“Business Day” means a day (other than a Saturday or Sunday) on which the clearing banks are open for business in the City of London, England, Zurich, Switzerland and New York, the United States of America (or, for the purpose of determining when a notice is received under Clause 29 (Communications ) in the place where the notice is received).

“Business Warranties” means the warranties of the Seller contained in Schedule 6 (Business Warranties ) excluding paragraph 1 of Part 1 of Schedule 6 (Corporate ).

“Buyer Financial Statements” has the meaning given to it in paragraph 7 of Schedule 11 (Buyer warranties ).

“Buyer’s Accountants” means PriceWaterhouseCoopers LLP.

“Buyer’s Group” means the Buyer and any Associate of it from time to time, (including from Completion each Group Company).

“Buyer’s Solicitors” means Bryan Cave Leighton Paisner LLP, Governor’s House, 5 Laurence Pountney Hill, London EC4R 0BR.

“Cash” has the meaning given to it in Schedule 10 (Contents of the Completion Statements ).

“CBA” means a collective bargaining, Union or similar agreement, whether written or oral, pursuant to which a Group Company legally recognises a Union or utilises labour referred or supplied by a Union.

“CFA 2017” has the meaning given to it in paragraph 1 of Schedule 6, Part 9 (Tax ).

“CFIUS” means the Committee on Foreign Investment in the United States and each member agency thereof, acting in such capacity.

“CFIUS Approval” means that, following the filing of a joint Notice by the parties within 15 Business Days following the date of this Agreement, any of the following shall have occurred: (a) CFIUS shall have provided written notice that the Transaction is not a “covered transaction” as defined in 31 C.F.R. § 800.213 and not subject to review under the DPA; (b) CFIUS shall have provided written notice that it has completed a review or investigation of the Notice provided pursuant to the DPA with respect to the Transaction and has concluded all action under the DPA and there are no unresolved national security concerns with respect to the Transaction; or (c) if CFIUS has sent a report to the President of the United States requesting the President’s decision with respect to the Transaction, then (i) the President shall have announced a decision not to take any action to suspend or prohibit the Transaction or (ii) having received a report from CFIUS requesting the President’s decision, the President shall not have taken any action after fifteen (15) days from the earlier of the date the President received such report from CFIUS or the end of the investigation period.

“Claim” has the meaning given to it in paragraph 1 of Schedule 7 (Seller limitations).

“Closure” has the meaning given to it in Clause 6.1(a)(i).

“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and regulations promulgated thereunder.

“Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

“Commitment Letter” means a written communication from DCSA to the parties agreeing to a plan to mitigate FOCI.

“Company” means Megger Group Limited, further details of which are set out in Schedule 1, Part 1 (Details of the other Group Companies ).

“Company Employee” means a current or former employee of any Group Company.

“Completion” means completion of the purchase of the Shares in accordance with Clause 9 (Completion ).

“Completion Payments Notice” has the meaning given to it in Clause 9.1.

“Completion Statements” means the statements prepared and agreed or determined in accordance with Schedule 10 (Completion statement) in order to determine Net Debt and Working Capital.

“Completion Statements Date” means 11:59 p.m. CET on the date of Completion.

“Condition” means a condition of Completion as specified in Clause 6.1.

“Consideration” means the Consideration Cash and the Consideration Shares.

“Consideration Cash” means $922,000,000 (nine hundred and twenty two million United States dollars) in cash

“Consideration Shares” means five million one hundred thousand (5,100,000) shares of ESCO Stock.

“Contingent Worker” means a current or former independent contractor, consultant, temporary employee, leased employee or any other servant or agent performing services with respect to the operation of the business of any Group Company and is classified by the respective Group Company as other than a Company Employee or compensated other than through wages paid by the Group Company through its payroll department and reported on a Form W-2 or applicable jurisdictional equivalent.

“Covid Measure” has the meaning given to it in paragraph 1 of Schedule 6, Part 9 (Tax ).

“CTA 2009” has the meaning given to it in paragraph 1 of Schedule 6, Part 9 (Tax ).

“CTA 2010” has the meaning given to it in paragraph 1 of Schedule 6, Part 9 (Tax ).

“Data Protection Laws” has the meaning given to it in paragraph 24(a) of Schedule 6, Part 4 (Trading ).

“Data Protection Policies” has the meaning given to it in paragraph 24(a) of Schedule 6, Part 4 (Trading ).

“Data Room” means the virtual data room maintained on behalf of the Seller containing the documents and information listed in the data room index delivered with the Disclosure Letter and copies of which are included in the secure file transfer link delivered with the Disclosure Letter.

“Data Subject Request” has the meaning given to it in paragraph 24(a) of Schedule 6, Part 4 (Trading ).

“DB Scheme” has the meaning given to it in paragraph 1(a)(i) of Schedule 6, Part 7 (Pensions ).

“DCSA” means the Defense Counterintelligence and Security Agency of the United States Department of Defense or any successor thereto.

“Debt” has the meaning given to it in Schedule 10 (Contents of the Completion Statements ).

“Debt Financing” means the debt financings that are necessary to be obtained in order to consummate the Transaction.

“Debt Financing Documentation” means, as at the date of this Agreement, the signed commitment letter between the Buyer and JPMorgan Chase Bank, N.A. (with all relevant term sheets attached) dated on or around the date of this Agreement and following which, the documentation that is to be entered into to secure the financing described in such commitment letter.

“Debt Financing Sources” means the persons that have committed to provide or have otherwise entered into letters or other agreements to provide the Debt Financing, including the persons party to the Debt Financing Documentation referred to in this Agreement, and any joinder agreements, indentures, credit agreements or other definitive agreements entered into pursuant thereto or relating thereto, and any arrangers or administrative agents in connection with the Debt Financing Documentation, together with their current and future Associates and their and such Associates’, officers, directors, employees, attorneys, partners (general or limited), controlling representatives and funding sources of each of the foregoing, and their successors and assigns, provided, that in no event shall the Buyer nor any Associate thereof constitute a “Debt Financing Source”.

“Disclosed” means ‘fairly’ disclosed by the Seller to the Buyer in the Disclosure Letter or, only in relation to the Repeated Warranties as repeated on Completion and only in respect of any matter arising after the date of this Agreement, the Supplemental Disclosure Letter and, in each case, a disclosure shall only be deemed to be ‘fair’ if it is provided with sufficient detail to enable a reasonable buyer to identify the nature and scope of the matter and to evaluate the purpose and effect of the disclosure.

“Disclosed Schemes” has the meaning given to it in paragraph 1(a) of Schedule 6, Part 7 (Pensions ).

“Disclosure Letter” means the letter dated the same date as this Agreement from the Seller to the Buyer relating to the Business Warranties.

“DOJ” has the meaning given to it in Clause 6.1(a)(i).

“DPA” means Section 721 of the Defense Production Act, as amended, including all implementing regulations thereof.

“ECTEA” has the meaning given to it in Schedule 6, Part 8 (Properties ).

“Encumbrance” means a mortgage, charge, pledge, lien, encumbrance, option, right of pre-emption, conversion or set-off, reservation of title, right to acquire or other security or third party right or interest of any kind.

“Environment” has the meaning given to it in paragraph 25(a) of Schedule 6, Part 4 (Trading ).

“Environmental Law” has the meaning given to it in paragraph 25(a) of Schedule 6, Part 4 (Trading ).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“ERISA Affiliate” means, with respect to any corporation or trade or business, any other corporation or trade or business that is, or was at the relevant time, a member of a group described in Section 414(b), (c), (m), or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included the Company.

“ESCO Stock” means ESCO Common Stock (ticker symbol “ESE”) as traded on the New York Stock Exchange.

“Estimated Net Debt” means the Seller’s good faith estimate of the consolidated Net Debt of the Group as at the Completion Statements Date as prepared in accordance with Schedule 8 (Provisional Payment ).

“Estimated Working Capital” means the Seller’s good faith estimate of the Working Capital of the Group as at the Completion Statements Date as prepared in accordance with ‎Schedule 8 (Provisional Payment ).

“Ex-US Merger Control and FDI Conditions” means the Turkish Merger Control Condition, Saudi Arabian Merger Control Condition, Belgian FDI Condition, Bulgarian FDI Condition, Finnish FDI Condition, French FDI Condition, Swedish FDI Condition and Italian FDI Condition.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Expiry Date” has the meaning given to it in paragraph 1 of Schedule 7 (Seller limitations ).

“Extended Long Stop Date” has the meaning given to it in Clause 6.11.

“FA 2003” has the meaning given to it in paragraph 1 of Schedule 6, Part 9 (Tax ).

“Facilities Agreement” means the facilities agreement dated 31 July 2025 between, among others, Megger Group Limited as Company, the Financial Institutions named therein and Commerzbank Aktiengesellschaft as Agent.

“FDI Approval” means, in respect of any FDI Filing, one or more of the following having occurred: (a) the relevant FDI Authority having issued a written decision or notification confirming that the Transaction is approved, cleared, or otherwise authorised under the applicable FDI Law; (b) the relevant FDI Authority having issued a written decision or notification confirming that the Transaction does not fall within the scope of, or is not subject to review under, the applicable FDI Law; or (c) the applicable statutory period for the relevant FDI Authority to take a decision, impose conditions, or prohibit or unwind the Transaction under the applicable FDI Law having expired without the relevant FDI Authority having taken any such action (including, for the avoidance of doubt, where the applicable FDI Law provides for deemed approval or implicit authorisation upon the expiry of such statutory period).

“FDI Authority” means any Governmental Entity in any jurisdiction which has the power or competence, under any FDI Law, to review, investigate, call in, approve, prohibit, block, impose conditions on, unwind, or otherwise take action in respect of foreign direct investment.

“FDI Condition” has the meaning given to it in Clause 6.2.

“FDI Filing” means any notification, filing, application, declaration, submission of information, or other communication made to, or required or requested by, an FDI Authority in connection with the Transaction under any FDI Law.

“FDI Law” means any law, statute, regulation, order, directive, or other legislative or regulatory measure (whether at a supra-national, national, federal, state, regional, or local level) in any jurisdiction which provides for the screening, review, investigation, approval, prohibition, or imposition of conditions in respect of foreign direct investment (including, without limitation, on the grounds of national security, public order, public policy, strategic interests, essential security interests, critical infrastructure, or essential technologies).

“Finnish FDI Condition” means that, following the submission of an application or notification, as applicable, with respect to the Transaction to the competent Finnish authority under the Act on the Screening of Foreign Corporate Acquisitions in Finland (172/2012, as amended (Laki ulkomaisten yritysostojen seurannasta) (the “Finnish FDI Act”), one of the following has been received: (a) the approval to consummate the Transaction, or (b) a decision of inadmissibility pursuant to the Finnish FDI Act (expressly or by the expiry of time limits, if applicable).

“FOCI” means foreign ownership, control, and influence, as defined by the National Industrial Security Program Operating Manual Rule (“NISPOM”), 32 C.F.R. § 117 or other applicable national security directives, forms and instructions issued by the DCSA.

“French FDI Condition” means that, following the submission of a request for authorization with respect to the Transaction to the French Minister of Economy (Ministre de l’économie) pursuant to Articles L.151-3 and seq. and R.151-1 and seq. of the monetary and financial code (Code monétaire et financier) (the “French FDI Legislation”), one of the following has been received: (a) a decision authorizing the Transaction, including subject to certain conditions, if applicable, or (b) a decision stating that the Transaction falls outside the scope of the French FDI Legislation.

“FSR” means Council Regulation (EU) 2022/2560 of the European Parliament and of the Council of 14 December 2022 of foreign subsidies distorting the internal market.

“FTC” has the meaning given to it in Clause 6.1(a)(i).

“Fundamental Cap” has the meaning given to it in Clause 7.9.

“Fundamental Claim” has the meaning given to it in paragraph 1 of Schedule 7 (Seller limitations ).

“Fundamental Share Warranties” means the warranties contained in paragraphs 8 to 17 (inclusive) of Schedule 5 (Fundamental Warranties).

“Fundamental Warranties” means the warranties contained in Schedule 5 (Fundamental Warranties ) and paragraph 1 of Part 1 of Schedule 6, Part 1 (Corporate ).

“GAAP” has the meaning given to it in paragraph 7 of Schedule 11 (Buyer warranties ).

“General Claim” has the meaning given to it in paragraph 1 of Schedule 7 (Seller limitations ).

“Generative AI” means an artificial intelligence system (such as Open AI, ChatGPT, Copilot, and DALL-E) that generates text, images or other content in response to user-generated prompts, based on data the system is trained on.

“German Audits” means the audits concerning Group Companies initiated by the German Tax Authorities prior to the date of this Agreement.

“Golden Power Regulation” means, collectively, Law Decree No. 21/2012 (converted with amendments by Law No. 56/2012), as subsequently supplemented and amended, Regulation (EU) 452/2019 and the rules, decrees, ordinances and implementing regulations which have been issued and/or are applicable, from time to time, to the Transaction (in each case, as subsequently amended.

“Governmental Entity” means in relation to anywhere in the world, any supra-national, national, state, municipal or local government (including any subdivision, court, administrative agency or commission or other authority thereof) or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority.

“Group” means the Company and the Subsidiaries and “Group Company” means any one of them.

“Group Company Plans” has the meaning given to it in paragraph 7(d) of Schedule 6, Part 7 (Pensions ).

“Group Guarantee” means guarantees given by a Group Company in favour of the Seller or any of its Associates.

“Group IPR” has the meaning given to it in paragraph 7(a) of Schedule 6, Part 4 (Assets ).

“Hazardous Discharge” has the meaning given to it in paragraph 25(d) of Schedule 6, Part 4 (Trading ).

“Hazardous Substance” has the meaning given to it in paragraph 25(a) of Schedule 6, Part 4 (Trading ).

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended, and regulations promulgated thereunder.

“HMRC” means His Majesty’s Revenue & Customs.

“HSR Act” means the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“HSR Act Condition” means the expiration or termination of the waiting period(s) under the HSR Act.

“Improvements” has the meaning given to it in paragraph 3(f) of Schedule 6, Part 8 (Properties ).

“Integration Committee” has the meaning given to it in Clause 8.1.

“Integration Plan” has the meaning given to it in Clause 8.2.

“Inward IPR Licences” has the meaning given to it in paragraph 7(a) of Part 3 of Schedule 6 (Assets ).

“IPR” means all patents, rights to inventions, utility models, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, the confidential information of the Group (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“IRS” means the Internal Revenue Service.

“Italian FDI Condition” means the authorization of the Transaction (whether express or implicit, upon expiry of the applicable legal term, or by confirmation of the non-applicability of the Golden Power Regulations).

“IT Systems” has the meaning given to it in paragraph 8(a) of Part 3 of Schedule 6 (Assets ).

“Key Employee” has the meaning given to it in the Disclosure Letter.

“Leased Properties” means all non-owned real property of the Group that is leased, subleased, licensed or occupied by any of the Group Companies that is used or occupied by, or necessary for the conduct of its business thereon, and “Leased Property” means any of them.

“Leases” means the leases, subleases, licenses, concessions and other agreements set out at Schedule 9 (Material Properties), pursuant to which any of the Group Companies hold a leasehold or sub leasehold estate in, or are granted the right to use or occupy, any of the Leased Properties.

“Licensed Software” has the meaning given to it in paragraph 8(a) of Part 3 of Schedule 6 (Assets ).

“Long Stop Date” means the date falling twelve (12) months after the date of this Agreement, subject to the right to extend such date in accordance with Clause 6.1(c) (or such later date as the parties hereto may agree in writing).

“Material Contract” means: (i) each agreement contained in folders 13.4.2.3 and 13.4.2.4 of the Data Room; (ii) each distributor, agent or joint venture agreement to which a Group Company derives or is likely to derive revenues of at least $2,000,000 per annum; (iii) each other agreement pursuant to which a Group Company is bound to incur expenditure in excess of $2,000,000 per annum (excluding VAT) or pursuant to which a Group Company derives, or is likely to derive, revenues of at least $2,000,000 per annum; and (iv) each other agreement which is material to any Group Company or the business of any Group Company.

“Material Liability” has the meaning given to it in Clause 7.10.

“Material Subsidiary” means each of (i) Megger Limited; (ii) AVO International Inc.; (iii) Megger Germany GmbH; (iv) Megger Holding Germany GmbH & Co. KG; (v) Megger GmbH; (vi) Megger Holdings GmbH; (vii) Megger SARL; (viii) Megger Instruments Limited; (ix) Megger Systems Limited; (x) James G. Biddle Co.; (xi) AVO Multi-Amp Corporation; (xii) Megger Systems Germany GmbH; (xiii) Megger Systems and Services GmbH; (xiv) Megger Real Estate Germany GmbH; (xv) IPS Intelligent Process Solutions GmbH; (xvi) Megger Sweden AB; (xvii) Power Diagnostix Instruments GmbH; (xviii) Megger Diagnostic Holding GmbH; (xix) IPS Energy RS d.o.o. Beograd; (xx) Luatech d.o.o. Zagreb; (xxi) Power DB Inc.; (xxii) Biddle Instruments Financial Corporation; and (xxiii) AVO Training Institute Inc., details of each of which are set out in Schedule 1, Part 1 (Details of the other Group Companies).

“Merger Control Approval” means, in respect of any Merger Control Filing, one or more of the following having occurred: (a) the relevant Merger Control Authority having issued a written decision or notification confirming that the Transaction is approved, cleared, or otherwise authorised under the applicable Merger Control Law; (b) the relevant Merger Control Authority having issued a written decision or notification confirming that the Transaction does not fall within the scope of, or is not subject to review under, the applicable Merger Control Law; or (c) the applicable statutory period for the relevant Merger Control Authority to take a decision, impose conditions, or prohibit or unwind the Transaction under the applicable Merger Control Law having expired without the relevant Merger Control Authority having taken any such action (including, for the avoidance of doubt, where the applicable Merger Control Law provides for deemed approval or implicit authorisation upon the expiry of such statutory period).

“Merger Control Authority” means any Governmental Entity in any jurisdiction which has the power or competence, under any Merger Control Law, to review, investigate, call in, approve, prohibit, block, impose conditions on, unwind, or otherwise take action in respect of mergers or acquisitions.

“Merger Control Filing” means any notification, filing, application, declaration, submission of information, or other communication made to, or required or requested by, a Merger Control Authority in connection with the Transaction under any Merger Control Law.

“Merger Control Laws” means all laws passed by a Governmental Entity that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition, including without limitation the HSR Act.

“Multiemployer Pension Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA and PBGC Reg. Section 4001.2.

“Multiemployer Plan” means a plan defined in Section 3(37) of ERISA, including a Multiemployer Pension Plan.

“Net Debt” means the consolidated net debt of the Group as at the Completion Statements Date as determined in accordance with Schedule 10 (Completion Statements).

“NISPOM” has the meaning given in the definition of “FOCI”.

“Non-Wholly Owned Subsidiary” means each of (i) Synaptec Limited, a private limited company incorporated in Scotland with registered number SC472060, (ii) Sentrisense AB, a private limited company incorporated in Sweden with registered number 559371-8694, (iii) Megger LLC, a limited liability company incorporated in Russia (which in turn owns 100% Seba Energo, a company incorporated in Russia), (iv) Seba Service NV, a limited liability company incorporated in Belgium with registered number 0419.424.733, and (v) Megger AS, a limited liability company incorporated in Norway with registered number 931 924 583.

“Normalised Working Capital” means €112,000,000.

“Notice” is defined in subpart E of the CFIUS Regulations.

“NYSE” means the New York Stock Exchange.

“Open Source Software” has the meaning given to it in paragraph 8(a) of Part 3 of Schedule 6 (Assets ).

“Outward IPR Licences” has the meaning given to it in paragraph 7(a) of Part 3 of Schedule 6 (Assets ).

“Owned Properties” means the real properties owned in fee by any of the Group Companies as listed in Schedule 9 (Material Properties ) together with all land, buildings and the components of the buildings, structures, fixtures and other improvements and fixtures located thereon and used by the Group Companies for the conduct of its business thereon, and “Owned Property” means any of them.

“Owned Software” has the meaning given to it in paragraph 8(a) of Part 3 of Schedule 6 (Assets ).

“PBGC” means the Pension Benefit Guaranty Corporation.

“Permits” has the meaning given to it in paragraph 15(a) of Schedule 6, Part 4 (Trading ).

“Personal Data Breach” has the meaning given to it in paragraph 24(a) of Schedule 6, Part 4 (Trading ).

“Pillar 2” has the meaning given to it in paragraph 1 of Schedule 6, Part 9 (Tax ).

“Pre-Contractual Statements” has the meaning given to it in Clause 17.2.

“Proceeding” means any action, suit, claim, charge, complaint, petition, hearing, proceeding, written notice of a violation, summons, subpoena, arbitration, investigation, or mediation by any person or any investigation or audit by any governmental body or authority.

“Properties” means the Owned Properties and Leased Properties and “Property” means any of them.

“Provisional Payment” means the sum payable by the Buyer on account of the Consideration in accordance with Clause 3.2 and calculated in accordance with Schedule 8 (Provisional Payment ).

“Registered IPR” has the meaning given to it in paragraph 7(a) of Part 3 of Schedule 6 (Assets ).

“Registered Overseas Entity” has the meaning given to it in Schedule 6, Part 8 (Properties ).

“Relevant Accounting Standards” means International Financial Reporting Standards (IFRS).

“Relief” means any loss, relief, allowance, set off, deduction, exemption or credit relating to Tax or to the computation of income, profits or gains for the purpose of any Tax and any right to a repayment of Tax.

“Repeated Warranties” means the warranties contained in the following paragraphs of Schedule 6 (Business Warranties) to be repeated at Completion in accordance with Clause 11.3: paragraph 13 of Part 1; Part 2 (in its entirety); paragraphs 2, 5, 7 and 8 of Part 3; paragraphs 1, 2, 9, 11, 12 to 15 (inclusive), 21, 22, 24, 25 of Part 4; paragraphs 1 and 2 of Part 5; paragraphs 1(a) to 1(c) (inclusive) and 3(c) of Part 6; paragraphs 6 and 7 of Part 7; paragraphs 1 and 2 of Part 8; and Part 9 (in its entirety), each denoted with a *.

“Restricted Business” means the business of Megger as at Completion, comprising: (i) manufacturing electronic test equipment; (ii) manufacturing hand-held measurement instruments; and (iii) condition monitoring, in each case for use in electrical power applications, specific to the power/utility and water infrastructure segments, as well as asset and performance management software dedicated to utilities and grid operators.

“Restricted Period” has the meaning given to it in the Shareholder Agreement.

“Restricted Transaction” means (a) a disposal of an interest in the issued share capital of any Group Company or of all, or a material part, of the business or assets of any Group Company, (b) a third party investment in any Group Company, (c) any acquisition, merger, consolidation or reorganisation involving any Group Company, or (d) any equity or debt investment relating to all or any significant part of the business, operations, equity or ownership interests, or assets of any Group Company, or in each case any subsidiary undertaking of any of them.

“Sanctioned Country” means any country, region or territory that is the subject or target of country-wide, region-wide, or territory-wide Sanctions (as of the date hereof, including but not limited to Cuba, Iran, North Korea, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic, the non-government controlled areas of the Zaporizhzhia and Kherson regions of Ukraine and, prior to July 1, 2025, Syria).

“Sanctioned Person” means any person that is the target of Sanctions, including (a) any person listed on any Sanctions-related list of designated persons maintained by any relevant Sanctions Authority, (b) any person directly or indirectly owned 50 percent or greater or controlled by one or more persons (individually or in the aggregate) described in the foregoing clause (a), (c) any person acting on behalf of one or more persons described in the foregoing clauses (a) and (b), (d) any person operating, organised, resident in or, with respect to Cuba only, a citizen or national of a Sanctioned Country, or (e) any person directly or indirectly owned 50 percent or greater or controlled by one or more persons (individually or in the aggregate) described in (d) only to the extent required under Sanctions administered by the United States.

“Sanctions” means any law or executive order relating to financial and/or economic sanctions administered, implemented or enforced by a relevant Sanctions Authority applicable to the Group Companies.

“Sanctions Authority” means (a) the United Nations Security Council, (b) the government of the United States, (c) the European Union or any member state, (d) the government of the United Kingdom, and (e) any other relevant authority, including without limitation, the U.S. Department of Treasury Office of Foreign Assets Control, the U.S. Department of State, and His Majesty’s Treasury, the Department for Business and Trade, the World Bank Listing of Ineligible Firms and the Foreign, Commonwealth & Development Office, in the United Kingdom.

“Saudi Arabian Merger Control Condition” means approval (or deemed approval) by the General Authority for Competition of Saudi Arabia of the Transaction pursuant to the Competition Law of Saudi Arabia issued by Royal Decree No. M/75 dated 29 Jumada II 1440H (corresponding to 6 March 2019) and its Implementing Regulations.

“SDLT” has the meaning given to it in paragraph 1 of Schedule 6, Part 9 (Tax ).

“SEC” means the Securities and Exchange Commission.

“SEC Reports” means each report, registration statement, prospectus, schedule, form, statement and definitive proxy statement filed by the Buyer with the SEC during the period from 30 September 2023 up to and including the date of this Agreement that is publicly available on the SEC’s Electronic Data Gathering, Analysis and Retrieval System (EDGAR).

“Securities Act” means the Securities Act of 1933, as amended.

“Seller Group Guarantee” means guarantees given by the Seller or any of its Associates in favour of a Group Company.

“Seller Nominee” has the meaning given to it in Clause 16.5.

“Seller’s Account” means the account of the Seller with UBS Switzerland AG, 8098 Zurich, Switzerland, SWIFT UBSWCHZH80A and IBAN: CH74 0024 0240 8369 4460 E.

“Seller’s Accountants” means Ernst and Young LLP.

“Seller’s Group” means the Seller and each of its Associates from time to time (excluding, for the avoidance of doubt, from Completion any Group Company).

“Seller’s Solicitors” means Willkie Farr & Gallagher (UK) LLP of CityPoint, 1 Ropemaker Street, London EC2Y 9AW.

“Shareholder Agreement” means the agreement in the agreed form relating to the ESCO Stock.

“Shares” means the 74,785,350 Ordinary shares of £1 each in the capital of the Company, making up the entire issued share capital of the Company.

“Subsidiaries” means the companies listed in Schedule 1, Part 1 (Details of the other Group Companies ) and “Subsidiary” means any one of them.

“Supervisory Authority” has the meaning given to it in paragraph 24(a) of Schedule 6, Part 4 (Trading ).

“Supplemental Disclosure Letter” means the letter (if any) dated the same date as Completion from the Seller to the Buyer relating only to the Repeated Warranties as repeated on Completion and containing only details of those circumstances, matters and events that have arisen during the period between the date of this Agreement and Completion.

“Surviving Provisions” means Clause 1 (Definitions and Interpretation), Clause 15 (Announcements and Confidentiality), Clause 16 (Assignment), Clause 17 (Entire Agreement), Clause 19 (Costs), Clause 20 (Effect of Termination), Clause 23 (Cumulative Rights), Clause 24 (Third Party Rights), Clause 25 (Waiver), Clause 26 (Variations), Clause 27 (Conflicts), Clause 28 (Invalidity), Clause 29 (Communications), Clause 30 (Service of Process), Clause 31 (Counterparts) and Clause 32 (Governing Law and Jurisdiction).

“Swedish FDI Condition” means that the notification filed with the Swedish Inspectorate of Strategic Products in respect of the Transaction and under the Swedish Foreign Direct Investment Screening Act (Sw: Lag om anmälan och granskning av utländska direktinvesteringar) has been closed without further action.

“Tax” includes all taxes, duties (including stamp duties), imposts, contributions, withholdings, deductions, charges, levies and sums in the nature of the foregoing or sums payable to any Tax Authority on account of the foregoing, in each case wherever and whenever imposed, charged or demanded and whether or not primarily payable by, or attributable directly or primarily to, a Group Company or any other person and all charges, interest, fines, penalties and surcharges relating to the same.

“Tax Assessment” means any claim, notice, demand, assessment, self-assessment, letter or other document issued or action taken by or on behalf of a Tax Authority or any other person from which it appears that a Group Company may be subject to a Tax Liability in respect of which the Seller may be liable to the Buyer under a Tax Indemnity Claim.

“Tax Authority” means HMRC, the United States Internal Revenue Service and any other governmental, state, federal, local, foreign or other fiscal, revenue, customs or excise authority, department, agency, body or office whether in the United Kingdom, the United States or elsewhere in the world having authority or jurisdiction for any Tax purpose.

“Tax Claim” has the meaning given to it in paragraph 1 of Schedule 7 (Seller limitations ).

“Tax Indemnity Claim” has the meaning given to it in paragraph 1 of Schedule 7 (Seller limitations ).

“Tax Liability” means a liability to pay an amount of, or in respect of, Tax.

“Tax Return” has the meaning given to it in paragraph 1 of Schedule 6, Part 9 (Tax ).

“Trade Control Laws” means all applicable statutory, regulatory, and licensing requirements related to export controls, trade embargoes, boycotts, imports of goods and payment of custom duties of any jurisdiction applicable to the Group Companies including without limitation the United Kingdom, European Union and United States.

“Transaction” means the transaction contemplated by this Agreement (or any part of that transaction).

“Transaction Bonus” means any transaction bonus or similar payment expressly agreed in writing between the Buyer and the Seller prior to Completion.

“Transaction Documents” means this Agreement, the Disclosure Letter, the Shareholder Agreement, the Supplemental Disclosure Letter and the Bank Pay Off Letters (if the Buyer has made an election under Clause 7.7).

“Trapped Cash” has the meaning given to it in Part 2 of Schedule 10 (Contents of the Completion Statements ).

“Turkish Merger Control Condition” means either (i) the issuance of a decision by the Turkish Competition Board pursuant to Article 10 of Law No. 4054 on the Protection of Competition and the Communique No. 2010/4 on the Mergers and Acquisitions Calling for the Authorisation of the Competition Board stating that the Transaction is not subject to notification, or approving the Transaction, either unconditionally or subject to the satisfaction of certain conditions required by the Turkish Competition Board; or (ii) the statutory waiting period of 30 days specified in Article 10 of the Law No. 4054 on the Protection of Competition having expired without the Turkish Competition Board responding to or taking any action in relation to the notification made regarding the Transaction.

“UK Data Protection Laws” has the meaning given to it in paragraph 24(a) of Schedule 6, Part 4 (Trading ).

“UK GDPR” has the meaning given to it in paragraph 24(a) of Schedule 6, Part 4 (Trading ).

“UK Leased Properties” means the Leased Property located in the United Kingdom, and “UK Leased Property” means any of them.

“UK Owned Properties” means Owned Property located in the United Kingdom, and “UK Owned Property” means any of them.

“UK Properties” means the UK Owned Properties and the UK Leased Properties, and “UK Property” means any of them.

“Union” means a union, labor organisation, works council, or other person purporting to represent any employee (or group of employees) as their exclusive bargaining representative.

“US Disclosed Schemes” has the meaning given to it in paragraph 7(a) of Schedule 6, Part 7 (Pensions ).

“VAT” has the meaning given to it in paragraph 1 of Schedule 6, Part 9 (Tax ).

“VATA” has the meaning given to it in paragraph 1 of Schedule 6, Part 9 (Tax ).

“WARN Act” means the United States Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder and any similar state or local Law.

“Warranties” means the Business Warranties and the Fundamental Warranties.

“Working Capital” means the working capital of the Group as determined in accordance with Schedule 10 (Completion Statements ).

Immediately upon signing this Agreement, the Buyer and Seller shall comply with their respective obligations in Schedule 3 (Signing formalities ).

in either case within ten Business Days after the Completion Statements have been agreed or determined in accordance with Schedule 10 (Completion Statements ).

(the Long Stop Date, as so extended, being the “Extended Long Stop Date”).

and shall promptly notify the Buyer in writing upon becoming aware of any approach in relation to a Restricted Transaction. The Seller waives any right to oppose the granting of any equitable relief (including injunctive relief) which the Buyer may seek in relation to a threatened or actual breach of Clause 7.6.

which, in the case of any breach of the Fundamental Warranties, gives rise to a liability in excess of $100,000 (whether alone or in aggregate)(the “Fundamental Cap”), and in all other cases (as regards any such breach, inaccuracy or misleadingness) gives rise to a Material Liability (whether alone or in aggregate).

(or such other date as the parties shall agree), provided that if the date on which Completion would otherwise be required to take place pursuant to Clause 9.2(a) or Clause 9.2(b) above falls in the month of September, Completion shall instead take place on the first Business Day of October in the same calendar year (or such other date as the parties shall agree).

in each case together with all costs and expenses reasonably incurred by any member of the Buyer’s Group in connection with a Tax Liability in respect of which a claim may be made under this Clause 10.2 or in successfully taking or defending any action under this Clause 10.

Exclusions

Conduct of Tax Indemnity Claims

Each party shall:

Obligations under this Agreement which have not been fully performed by or on Completion and the rights and remedies available under it shall remain in full force and effect despite Completion.

A failure or delay in exercising any right or remedy under this Agreement shall not constitute a waiver of that right or remedy. A single or partial exercise of any right or remedy shall not prevent the further exercise of that right or remedy. A waiver of a breach of this Agreement shall not constitute a waiver of any other breach.

No variation of any Transaction Document shall be effective unless it is in writing and signed by or on behalf of each party, provided that no amendment, modification or waiver of any provision contemplated by Clauses 7.14(d) and 24.1(f) shall be effective unless it is in writing and signed by or on behalf of each Debt Financing Source (in addition to the parties).

With a copy to the Buyer’s Solicitors:

With a copy to the Seller’s Solicitors

except that if deemed receipt would occur before 9.00am on a Business Day, it shall instead be deemed to occur at 9.00am on that day and if deemed receipt would occur after 5.00pm on a Business Day, or on a day which is not a Business Day, it shall instead be deemed to occur at 9.00am on the next Business Day. References in this Clause 29 (Communications) to a time of day are to the time of day at the location of the recipient.

This Agreement may be executed in any number of counterparts, which shall each constitute an original and together constitute one agreement. If this Agreement is executed in counterpart, it shall not be effective unless each party has executed at least one counterpart.

This Agreement is signed by the parties or their duly authorised representatives and takes effect on the date stated above.

Schedule 2: Reserved Matters

Schedule 2 

Reserved Matters

Amend any constitutional documents or comparable governing documents or adopt any resolutions inconsistent with them.

Schedule 2: Reserved Matters

Enter into or vary any transaction or arrangement with, or for the benefit of, any of its directors or the Seller, any Associate or connected person of the Seller, or make any payment to or incur any liability to, or discharge any liability for the benefit of, any such person.

Schedule 2: Reserved Matters

Agree to do any of the above.

Schedule 3 : Signing formalities

Schedule 3

Signing formalities

Part 1

Seller’s obligations

Part 2

Buyer’s obligations

Schedule 4 : Completion formalities

Schedule 4

Completion formalities

Part 1

Seller’s obligations

Schedule 4 : Completion formalities

Schedule 4 : Completion formalities

Part 2

Buyer’s obligations

Schedule 5 : Fundamental Warranties

Schedule 5

Fundamental Warranties

Schedule 5 : Fundamental Warranties

Schedule 6: Business Warranties

Schedule 6

Business Warranties

Part 1      Corporate

Part 2      Accounts

Part 3      Assets

Part 4      Trading

Part 5      Finance

Part 6      Employment

Part 7      Pensions

Part 8      Properties

Part 9      Tax

Part 1

Corporate

other than as Disclosed with respect to the Non-Wholly Owned Subsidiaries.

No Group Company has a branch, agency or place of business, or a permanent establishment outside of their country of incorporation other than as Disclosed.

The only directors and/or managing directors (as applicable) of a Group Company are the persons specified in Schedule 1 (Details of the Group) and no person is a shadow director of a Group Company (to the extent such term is applicable in the jurisdiction of the respective Group Company).

So far as the Seller is aware, any copy of the memorandum and articles, certificate or deed of incorporation or organisation, shareholders’ list, commercial register excerpts, share ledger, register of beneficial owners, bylaws, operating agreement, articles of association or equivalent constitutional documents of each Group Company in section 1.2 of the Data Room is up-to-date, accurate and are the true, complete and correct copies of such constitutional documents. No Group Company is nor has been in the last seven years in breach or violation of or default under any provision of its constitutional documents.

All title deeds relating to the material assets of each Group Company, an executed copy of all material agreements to which a Group Company is a party, and all other documents which are required by law, regulation or court order to be held by a Group Company, are in the possession or control of such Group Company.

So far as the Seller is aware, no investigations or enquiries by, or on behalf of, a governmental or other body in respect of the affairs of a Group Company are taking place or pending.

No person is entitled to receive from a Group Company a finder’s fee, management fee, brokerage or other commission in connection with the sale and purchase of the Shares under this Agreement or arrangements leading to the sale of the Shares.

The information in Schedule 1 (Details of the Group) is accurate and complete.

Part 2

Accounts*

The accounting reference date of each Group Company incorporated in the United Kingdom, for the purposes of section 391 Companies Act 2006, is 30 November.

The accounts, books, ledgers, financial and other records of each Group Company:

Part 3

Assets

The assets owned by the Group, together with assets held under hire purchase, leasing, license and rental agreements, comprise all assets necessary for the continuation of the business of the Group as carried on.

“Group IPR” means IPR owned, used or exploited by any Group Company.

“Inward IPR Licences” means licences granted to any Group Company by a third party for use of IPR.

“Outward IPR Licences” means licences granted by any Group Company to a third party for use of IPR.

“Registered IPR” means Group IPR which has been registered or for which application for registration has been made, in the name of a Group Company.

“IT Systems” means the information and communications technologies used by the Group Companies including computer hardware, software, operating systems, data, internet and web sites, firmware, networking, peripherals and all associated documentation or other infrastructure equipment or systems.

“Licensed Software” means any software which forms part of the IT Systems and which is required to be licensed to any Group Company under a licence from a third party (excluding standard form licences for off the shelf computer software).

“Open Source Software” means any Licensed Software used by any Group Company which is licensed on terms which comply with the Open Source Definition, as amended from time to time by the Open Source Initiative.

“Owned Software” means any software which forms part of the IT Systems, the IPR to which are owned by a Group Company.

“AI Technologies” means (i) deep learning, machine learning, machine-based, and other artificial intelligence technologies, software and systems, including large language models, generative pre-trained transformer, and any and all technologies, software and systems that can, for a given set of machine or human-defined objectives, autonomously generate information, data and/or content including predictions, recommendations, or decisions influencing the real and/or virtual environments with which such technologies interact, or (ii) any other technology or systems defined as artificial intelligence, machine learning, or similar term under applicable law.

Part 4

Trading

Since the Accounts Date:

So far as the Seller is aware, after Completion (whether by reason of an existing agreement or arrangement or otherwise) or as a result of the acquisition of the Shares by the Buyer or the performance of this Agreement:

Each Group Company has in place (in accordance with good industry practice as would be expected from a leading company within its relevant industry or business sector) all applicable regulatory requirements, a fully documented business continuity and crisis management plan which would enable the maintenance or prompt restoration of business-critical functions upon the occurrence of any unplanned interruption, event or circumstance that may impair its ability to carry on its business, including (without limitation), any civil emergency, pandemic or civil unrest.

No Group Company is:

There is no subsisting guarantee or agreement for indemnity or for suretyship given by, or in favour of, a Group Company or for its accommodation other than in respect of Leases in the ordinary course of business.

No Group Company has obtained or made more than 10% of the aggregate amount of its purchases or more than 10% of the aggregate amount of its sales from or to the same supplier or customer (including a person connected with the supplier or customer) and no material source of supply to, or outlet for the sales of, a Group Company is or is likely to be in jeopardy.

is or has been interested, whether directly or indirectly.

Neither the Seller nor any of its connected persons is:

Other than as Disclosed, no Group Company uses a name for any purpose other than its full corporate name.

under competition legislation in any jurisdiction in which it carries on business.

So far as the Seller is aware, no Group Company has been a party to any transaction which was subject to a notification obligation to, but did not obtain the necessary approval from:

“Associated Person” means, in relation to an undertaking, a person (including an employee, managing director, officer, agent, representative or consultant) who performs or has performed services for or on behalf of that undertaking.

“Applicable Requirements” means:

“Environment” means all or any of the following media: land (including any building structure or receptacle in on over or under it), water (including surface coastal and ground waters and waters in drains and sewers) and air (including without limitation the atmosphere within any natural or man-made structure or receptacle above or below ground), fauna and flora, climate and any living organisms (including human beings) or eco-systems supported by those media. The term Environment is to be understood in a broad and open sense, referring not only to the natural environment, but also including the cultural and social environment created by humans.

“Environmental Law” means all applicable laws, statutes, regulations, subordinate legislation, bye-laws, Permits, common law and other national, international, federal, European Union, state and local laws, judgments, decisions, orders, and injunctions of any court or tribunal, codes of practice and guidance notes that are legally binding to the extent that they relate to or apply to the pollution or protection of the Environment or to the health and safety of any human beings and/or other living organisms, including treatment and or disposal of any Hazardous Substance.

“Hazardous Substance” means any substance or waste in solid, liquid or gaseous form which alone or in combination with others constitutes waste under Environmental Law or is capable of polluting or causing harm to the Environment or causing an actionable nuisance or is otherwise regulated under any Environmental Law. For the avoidance of doubt, Hazardous Substance shall include any (a) pollutant, contaminant, material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring or manmade, in each case regulated by Environmental Law, (b) hazardous, toxic, carcinogenic, mutagenic, corrosive, dangerous, noxious, flammable, explosive, infectious or radioactive substances, chemicals, materials or wastes (including those defined, declared, regulated or controlled as hazardous under any Environmental Law), (c) petroleum including crude oil or any derivative or fraction thereof, (d) asbestos or erionite in any form, (e) solid or liquid wastes, (f) polychlorinated bi-phenyls, polychlorinated bi-phenyl related wastes, (g) radon, (h) lead or lead-containing materials, or (i) any individual category or combination of per- and polyfluoroalkyl substances.

“Permit” means any permit, authorisation, consent, licence, certificate, permission, registration, notification or other approval required under any Environmental Law.