Equals Group plc (LON:EQLS) today issued an update regarding its strategic review.
On 1 November 2023 the Board of Equals announced that it is conducting a review of the company’s strategic options and that as part of this process, the company has contacted a limited number of potential counterparties including Madison Dearborn Partners, LLC (MDP), to assess whether such parties could put forward a proposal that would deliver greater value to Equals’ shareholders than pursuing a standalone independent strategy.
On 20 March 2024 Equals announced it had received an indicative non-binding proposal from a consortium comprising Embedded Finance Limited (Railsr) and TowerBrook Capital Partners (U.K.) LLP regarding a possible offer for the entire issued and to be issued share capital of Equals.
The Board considers it to be in the best interests of shareholders that the Strategic Review remains ongoing to allow further time for it to reach its conclusion.
The announcement of 1 November 2023 stated that, in accordance with Rule 2.6(a) of the Code, by not later than 5.00 pm on 29 November 2023, MDP must either announce a firm intention to make an offer for Equals under Rule 2.7 of the Takeover Code or announce that it does not intend to make an offer for Equals, in which case the announcement will be treated as a statement to which Rule 2.8 of the Takeover Code applies (the PUSU Deadline).
That deadline was subsequently extended on a number of occasions, most recently to 5.00 pm on 17 April 2024, as announced on 20 March 2024.
The announcement of 20 March 2024 regarding the Consortium stated similarly that, in accordance with Rule 2.6(a) of the Code, by not later than 5.00 pm on 17 April 2024, the Consortium must either announce a firm intention to make an offer for Equals under Rule 2.7 of the Takeover Code or announce that it does not intend to make an offer for Equals.
Accordingly, the revised PUSU Deadline is the same for both of MDP and the Consortium.
As part of the Strategic Review, discussions and due diligence are ongoing between Equals and each of MDP and the Consortium and, to allow further time for these discussions and due diligence to take place, the Board of Equals has requested that the Panel on Takeovers and Mergers extends the PUSU Deadline further.
In the light of this request, an extension has been granted by the Panel and, in accordance with Rule 2.6(a) of the Code, each of MDP and the Consortium are required, by not later than 5.00 pm on 15 May 2024, either to announce a firm intention to make an offer in accordance with Rule 2.7 of the Code or to announce that they do not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.
There can be no certainty either that an offer will be made nor as to the terms of any offer, if made.
