Heron Bidco, the newly incorporated entity formed by funds advised by Providence Equity Partners has made an increased and final offer for international exhibition organiser Hyve Group.
Bidco announced it has reached agreement with the board of Hyve on the terms of an increased and final recommended cash offer of 121 pence (sterling) per share.
The renewed offer values Hyve at approximately £363m on a fully diluted basis and values Hyve at approximately £524m on an enterprise value basis.
On 15 March, the boards of Hyve Group plc and Heron UK Bidco Limited (Bidco) announced that they had agreed the terms of a recommended cash offer to acquire Hyve at a price of 108 pence per share.
On 31 March, Bidco announced an agreement with Searchlight Capital Partners to partner with the Providence Equity Funds by acquiring a 40% indirect equity interest in Bidco.
The terms of the Increased and Final Offer imply an enterprise value multiple of approximately 22.1 times Hyve’s EBITDA for the 12 months to 30 September 2022.
Significant shareholders, including Hyve’s second biggest stakeholder Redwheel, previously said they intended to vote against the acquisition on the grounds it undervalued the business.
Redwheel, which holds 11.6% of Hyve’s shares as well as Strategic Value Partners, which holds 16.4%, and has been supportive of the acquisition proposal from the start, have indicated their intentions to support the renewed valuation.
In a statement to the London Stock Exchange today (25 April) Bidco said: “In connection with the Increased and Final Offer, Bidco has received a non-binding letter of intent from RWC Asset Management LLP on behalf of Redwheel European Focus Master Inc stating their intentions to vote in favour of the scheme at the Court Meeting and in favour of the Resolution at the General Meeting.”
“Bidco has also received a non-binding letter of intent from Strategic Value Partners, a Hyve Shareholder which holds, in aggregate, 47,775,625 Hyve Shares representing approximately 16.4% of the issued share capital of Hyve as at 24 April 2023 stating their intentions to vote in favour of the scheme at the Court Meeting and in favour of the resolution at the General Meeting.
“Therefore Bidco has received irrevocable undertakings from the Hyve directors or letters of intent from other Hyve Shareholders, with respect to, in aggregate, 83,183,037 Hyve Shares representing approximately 28.5% of the existing issued share capital of Hyve.
“The Hyve directors, who have been so advised by Goldman Sachs International and Numis as to the financial terms of the Increased and Final Offer, consider the terms of the Increased and Final Offer to be fair and reasonable.”
The Court Meeting and the General Meeting will be held at Hyve’s London offices on 3 May.
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