FD Technologies plc (LON:FDP) today provided an update on the recommended acquisition by Kairos Bidco, a newly formed company indirectly owned by entities forming part of TA Fund XV.
On 8 May 2025, the boards of directors of FD Technologies and Bidco announced that they had reached agreement on the terms and conditions of a recommended acquisition pursuant to which Bidco will acquire the entire issued, and to be issued, ordinary share capital of FD Technologies. It is intended that the Acquisition will be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006.
FD Technologies announces that, at the Court Meeting and General Meeting held today in connection with the Acquisition:
- the requisite majority of Scheme Shareholders voted in favour of the Scheme at the Court Meeting; and
- the requisite majority of FD Technologies Shareholders voted to pass the Special Resolution at the General Meeting to give effect to the Scheme by, among other things, amending the articles of association of FD Technologies.
The Acquisition remains subject to the satisfaction or (if capable of waiver) waiver of the remaining Conditions set out in the Scheme Document, including receipt of regulatory clearance under the UK National Security and Investment Act 2021 (the NSIA Condition), the Court’s sanction of the Scheme at the Court Sanction Hearing and the delivery of a copy of the Court Order to the Registrar of Companies.
The Cash Offer values the entire issued, and to be issued, ordinary share capital of FD Technologies at approximately £570 million.
