The boards of SIX and Aquis have reached agreement on the terms of a recommended cash offer for the entire issued and to be issued ordinary share capital of Aquis.
It is intended that the Offer will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
Under the terms of the Offer, each Aquis Shareholder will be entitled to receive 727 pence in cash for each Aquis share.
The Cash Consideration provides value for Aquis Shareholders at a premium of approximately:
- 120% to the Closing Price of 330 pence per Aquis Share on 8 November 2024 (being the last trading day before the commencement of the Offer Period);
- 68% to the six-month volume weighted average price of 433 pence per Aquis Share to 8 November 2024 (being the last trading day before the commencement of the Offer Period);
- 76% to the nine-month volume weighted average price of 413 pence per Aquis Share to 8 November 2024 (being the last trading day before the commencement of the Offer Period); and
- 45% to the highest closing price per Aquis Share of 500 pence in the 12-month period prior to 8 November 2024 (being the last trading day before the commencement of the Offer Period).
The Offer values the entire issued and to be issued share capital of Aquis at approximately £207 million (using the treasury stock method for share options), and £225 million on a fully diluted basis, and implies an enterprise value of approximately £194 million.
SIX considers an acquisition of Aquis to be a compelling strategic opportunity which will complement its established growth strategy and is aligned with its approach to capital allocation. SIX expects the acquisition of Aquis to strengthen its ability to serve customers in Switzerland, Spain and internationally with its reliable infrastructure services and seamless access to capital markets.
It would also bring together the resources and capabilities of both businesses, and SIX expects both businesses to benefit from greater pan-European scale, driving growth opportunities beyond their respective home markets to the benefit of customers and market participants.
Aquis offers SIX the opportunity to extend its offering across the traditional primary exchange business, MTFs and data offerings. The acquisition of Aquis is expected to extend SIX’s pan-European liquidity footprint by unlocking additional revenue pools across a number of markets. The acquisition will preserve a strong investment grade rating for SIX.
In addition, the combination with Aquis’ infrastructure that facilitates SMEs and growth companies in accessing capital markets is expected to create the opportunity for a competitive pan-European listing venue complementing SIX’s existing growth segments and extending SIX’s access to additional revenue pools.
Furthermore, SIX expects Aquis to provide the opportunity to create an increasingly attractive offering for retail brokers by extending SIX’s universe of tradable securities across Europe. The acquisition is also expected to create greater execution quality for retail liquidity across Europe.
Following careful consideration, the Aquis Directors have concluded that the terms of the Offer provide Aquis shareholders with an attractive opportunity to accelerate and de-risk future value creation and realise certain value of their holdings today in cash.
The Cash Consideration follows extensive discussions and negotiations between Aquis and SIX, including several unsolicited proposals from SIX.
In addition, the Aquis Directors welcome SIX’s stated strategic plans and intentions for Aquis, its management and employees and believe that under SIX’s ownership, Aquis will be better placed to deliver on its strategy of developing innovative capital market solutions from a position of further scale.
The Aquis Directors, who have been so advised by Evercore as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable.
Accordingly, the Aquis Directors intend to unanimously recommend that Aquis Shareholders vote (or procure votes) in favour of the Scheme at the Court Meeting and to vote (or procure votes) in favour of the Aquis Resolution(s) at the General Meeting as the Aquis Directors who (or whose immediate family) beneficially hold Aquis Shares have irrevocably undertaken to do (or procure to be done) in respect of 1,406,446 Aquis Shares in total, representing in aggregate approximately 5.1 per cent. of Aquis’ ordinary share capital in issue as at the Latest Practicable Date. These irrevocable undertakings remain binding in the event a higher competing offer is made for Aquis by a third party.
In addition to the irrevocable undertakings given by the Aquis Directors referred to above, SIX has also received irrevocable undertakings from XTX Investments UK Limited, Gaudenzio Roveda, Richard Ricci, Kendall Capital Markets, LLC and Jonathan Clelland to vote (or procure votes) in favour of the Scheme at the Court Meeting and the Aquis Resolution(s) at the General Meeting in respect of 9,229,138 Aquis Shares, representing approximately 33.5% of the ordinary share capital of Aquis in issue as at the Latest Practicable Date. The irrevocable undertakings given by XTX Investments UK Limited, Richard Ricci and Jonathan Clelland remain binding in the event a higher competing offer is made for Aquis by a third party.
In addition, SIX has also received non-binding letters of intent from Schroder Investment Management Limited and Canaccord Genuity Asset Management Limited to vote (or procure votes) in favour of the Scheme at the Court Meeting and the Aquis Resolution(s) at the General Meeting, in respect of, in aggregate, 3,342,123 Aquis Shares, representing approximately 12.1% of the ordinary share capital of Aquis in issue as at the Latest Practicable Date.
SIX has therefore received, in aggregate, irrevocable undertakings and letters of intent in respect of 13,977,707 Aquis Shares, representing approximately 51% of Aquis’ ordinary share capital in issue as at the Latest Practicable Date.
