Under the terms of the acquisition, each Proactis shareholder will be entitled to receive 75 pence in cash for each Proactis Holdings share.
On 30 April 2021, the boards of Cafe Bidco Limited, at that time as a wholly-owned indirect subsidiary of funds advised and managed by Pollen Street Capital, and Proactis Holdings plc published an announcement that they had reached agreement on the terms and conditions of a recommended cash offer by Bidco for the entire issued and to be issued share capital of Proactis.
The boards of Bidco and Proactis announced they have reached agreement on the terms and conditions of a recommended cash offer by Bidco for the entire issued and to be issued share capital of Proactis, other than Proactis Holdings Shares owned or controlled by funds advised and managed by DBAY.
The acquisition is intended to be effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006. As at the Effective Date, it is intended that, excluding any Alternative Offer Securities issued pursuant to the Alternative Offer, Bidco will be indirectly owned in the following proportions: (i) investment funds advised and managed by Pollen Street Capital will own 65 per cent of Bidco; and (ii) investment funds advised and managed by DBAY will own 35 per cent of Bidco.
Pollen Street Capital and DBAY believe that Proactis Holdings has successfully developed a leading position in the business spend management software market with a range of solutions offering a compelling value proposition to its client bases across Europe and North America.
Pollen Street Capital and DBAY also consider there to be significant scope for increased adoption of business spend management solutions as companies increasingly seek to digitise processes, in particular in the mid-market where such solutions are currently less highly-adopted than amongst larger corporates.
As a well-established provider with a footprint in five significant international markets, and a leading core set of software solutions focused on mid-sized companies, Pollen Street Capital and DBAY believe that Proactis has the potential to capitalise successfully on this trend.
To maximise the market opportunity and become a global market leader to mid-sized corporates, Pollen Street Capital and DBAY believe that Proactis would benefit from returning to private ownership with the support of growth-focused shareholders, who can provide the capital and long-term view of value creation to enable the management team to make the investment in products, sales and marketing, and infrastructure necessary to capitalise on the market opportunity.
Pollen Street Capital and DBAY will provide Proactis and its management team with the flexibility to take these long-term decisions to maximise the growth potential of the business, whilst also providing strategic support to develop new growth areas and operational expertise to drive efficiency.
Bidco is a limited company registered in England and Wales and incorporated on 20 April 2021. Bidco was formed for the purposes of the proposed acquisition of Proactis.
Pollen Street Capital is one of Europe’s leading specialist private equity investors in the financial and business services sectors, having invested over £2 billion since 2003 in a range of businesses across all stages of development.
Pollen Street Capital works with entrepreneurial management teams to build businesses that deliver market-leading products and services to their customers, in order to create long-term sustainable success.
DBAY is a pan-European asset manager and investor in public and private securities with offices in Douglas (Isle of Man) and London. Founded in 2011, DBAY manages a range of funds and co-investment vehicles for endowments, foundations and other institutional investors.
DBAY supports companies in which it makes long term investments to develop clear growth opportunities with a particular emphasis on creating long term value by working alongside management teams.