LONDON, UK: Alliance Bidco Ltd, a company indirectly owned by STG Partners has agreed on the terms and conditions of a recommended cash offer to acquire Gresham Technologies plc. Under the terms, each Gresham Technologies shareholder will be entitled to receive 163 pence in cash per share.
In addition, prior to the effective date the Gresham Directors intend to declare and settle an interim dividend in respect of the year ended 31 December 2023 of 0.75 pence per Gresham Share.
The cash offer and the permitted dividend together aggregate to 163.75 pence per Gresham share valuing the entire issued and to be issued ordinary share capital of Gresham at approximately £146.7 million on a fully diluted basis and implies an enterprise value of approximately £141.9 million which equates to a multiple of 30.8 times the Gresham Directors’ estimate of Gresham’s FY2023 adjusted cash EBITDA.
The acquisition is intended to be effected by way of a Scheme. However, Bidco reserves the right to elect to implement the acquisition by way of an offer. The acquisition is conditional on, inter alia, the approval of Gresham shareholders and subject to the further conditions and terms.
The Gresham Directors, who have been so advised by Houlihan Lokey as to the financial terms of the acquisition, consider the terms of the acquisition to be fair and reasonable. In providing its advice to the Gresham Directors, Houlihan Lokey has taken into account the commercial assessments of the Gresham Directors. Houlihan Lokey is providing independent financial advice to the Gresham Directors.
STG Partners believes the Acquisition represents a compelling opportunity to acquire an attractive and well-established business providing post-trade processing solutions to capital markets participants. Gresham is well-positioned as a data control, reconciliation and post-trade workflow vendor to the financial services sector across the EMEA, North America and APAC regions.
Gresham has a blue-chip customer base and has a track record of customer growth and, in conjunction with STG and Alveo, Bidco expects to leverage its extensive global network, resources and experience to achieve greater client penetration in the end markets that Gresham currently serves.
Commenting on the Acquisition, Richard Last, Chairman of Gresham, said: “We believe the Cash Offer provides a good opportunity for Gresham Shareholders to realise fair and certain value and an exciting way for Gresham to compete more effectively in its global markets and to continue the Clareti journey started over a decade ago.”
Commenting on the Acquisition, Marc Bala, Managing Director at STG and a director of Bidco, said: “We couldn’t be more excited about bringing together two leading financial technology providers and leveraging the respective strengths of each company to drive greater value for our combined customers. By combining Gresham with Alveo we will create a capital markets data management specialist that offers clients greater scale and a range of solutions to facilitate their business processes. We look forward to welcoming Gresham to the STG family.”
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