The boards of Corpay and Alpha Group today announce that they have reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Alpha by Corpay.
Under the terms of the acquisition, each Alpha Shareholder will be entitled to receive 4,250 pence in cash for each Alpha share.
The Acquisition Price values the entire issued and to be issued ordinary share capital of Alpha at approximately £1,805 million on a fully diluted basis and represents a premium of approximately:
- 55% to Alpha’s undisturbed share price of £27.45 per share on 1 May 2025 (being the last Business Day before Corpay’s announcement on 2 May 2025 that it was in discussions with Alpha in relation to a possible cash offer for Alpha); and
- 71% to Alpha’s volume-weighted-average price of £24.81 per share for the one-month period ended 1 May 2025.
The terms of the Acquisition imply an enterprise value of Alpha of £1,610 million.
The Acquisition is intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act (the “Scheme”), or if Corpay elects, with the consent of the Panel and subject to the terms of the Co-operation Agreement, by way of a Takeover Offer.
If any dividend and/or other distribution and/or other return of value or capital is authorised, declared, made or paid or becomes payable in respect of Alpha Shares on or after the date of this Announcement, Corpay reserves the right to reduce the Acquisition Price by the aggregate amount of such dividend and/or other distribution and/or other return of value or capital.
Alpha’s two business segments are particularly appealing to Corpay. Alpha has built a fast growing Corporate FX business with operations across Europe, Canada and Australia which is complementary to Corpay’s existing cross-border business.
Further, acquiring Alpha will also unlock new opportunities for Corpay within Alpha’s Private Markets segment, where Alpha currently has a stronger European presence. The Private Markets segment targets a large addressable market sector and provides exposure to institutional fund clients, an underserved client segment for Corpay today. Alpha’s deep client relationships and advisory-led approach will complement Corpay’s scale, technology, geographic reach and financial capabilities.
The Acquisition will further progress Corpay’s strategic objective to accelerate its cross-border growth, while continuing to enhance its product capabilities and breadth. Corpay anticipates that, by offering both prospects and clients a more comprehensive product portfolio, greater opportunities will be unlocked within the combined client bases of both Alpha and Corpay. In addition, Corpay believes that its leadership team has the experience to execute a seamless integration process with minimal disruption to customers.
The acquisition of Alpha presents an exciting opportunity to create an enhanced cross-border platform positioned to serve clients more effectively, and benefit from increased scale and accelerated growth prospects. Corpay is enthusiastic about the opportunities which the Acquisition presents and looks forward to leveraging the combined strengths of Corpay and Alpha to achieve its long-term strategic goals. It is Corpay’s belief that the Acquisition will deliver significant value to all stakeholders. Corpay expects that the Acquisition will deliver meaningful revenue and expense synergies, be accretive to revenue growth, and be at least $0.50 accretive to Corpay’s cash EPS in the 2026 financial year.
In assessing the offer, the Alpha Board has considered Alpha’s different revenue streams: (i) core group revenues; and (ii) net treasury income. The Alpha Board has also considered the value of cash on balance sheet. Having considered the offer across a range of different valuation methodologies, the Alpha Board believes that the Corpay offer represents a highly attractive opportunity to realise a certain cash value now that is fully reflective of the future growth opportunity and the strategic value of the Alpha Group. This can be seen through the very high premia that the offer represents relative to a range of recent trading benchmarks with or without an adjustment to reflect the value of the Alpha cash on its balance sheet on a pound-for-pound only basis (i.e. with no premium on the cash).
The Alpha Directors intend unanimously to recommend that Alpha Shareholders vote in favour of both the Scheme at the Court Meeting and the Special Resolution. The Alpha Directors have irrevocably undertaken to do so in respect of their own beneficial holdings (and those of certain of their connected persons) in respect of which they control the voting rights.
The Acquisition will be put to Alpha Shareholders at the Court Meeting and at the General Meeting. In order to become Effective, the Scheme must be approved by a majority in number of the Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75% in value of the Scheme Shares voted. In addition, a special resolution implementing the Scheme and approving certain other matters must be passed by Alpha Shareholders representing at least 75% of votes cast at the General Meeting.
The Acquisition is subject to the further conditions and terms. It is expected that, subject to the satisfaction or waiver of all such conditions, the Scheme will become Effective during the fourth quarter of 2025.
It is Alpha’s expectation and intention that the Court Meeting and General Meeting will be held on 2 September 2025.
