Cobham and Bidco, an indirect subsidiary of funds managed by Advent International Corporation, agreed (25-Jul-2019) on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Cobham by Bidco. The acquisition values the entire issued and to be issued ordinary share capital of Cobham at approximately GBP4.0 billion on a fully diluted basis. Cobham shareholders shall be entitled to receive GBP 165 pence in cash for each Cobham share. The offer represents a 50.3% premium to the average share price over the last three months. Other key details include:
- Cobham’s directors consider the terms of the acquisition to be “fair and reasonable”. The directors intend to recommend unanimously that Cobham shareholders vote in favour of the acquisition at a court meeting and resolutions to be proposed at the general meeting, both to be held on or around 16-Sep-2019. Cobham’s directors have irrevocably undertaken to vote with their own beneficial holdings of 935,492 Cobham shares representing approximately 0.04% of the company to support the acquisition;
- Bidco already received irrevocable undertakings or a letter of intent in respect of a total of 123.61 million Cobham shares, representing approximately 5.17% of its issued ordinary share capital on 24-Jul-2019;
- In order to become effective, the scheme must be approved by at least 75% of Cobham shareholders voting at the court meeting, either in person or by proxy;
- The acquisition is subject to the further conditions, including the receipt competition and regulatory clearances, in particular anti-trust clearances in the US and the EU and foreign investment and regulatory approvals in the UK, Australia, France, and Finland;
- It is expected that the acquisition scheme will become effective before the end of 2019.