LONDON: Bloom Equity Partners Management has agreed on the terms and conditions of a recommended all cash offer for the entire ordinary share capital of GRC International Group plc at the rate of 8.0 pence in cash per GRC share.
The offer values GRC’s entire issued, and to be issued, ordinary share capital at approximately £8.6 million on a fully diluted basis.
GRC is an international governance, risk management and compliance company whose main business is cyber defence in depth.
The acquisition price per GRC Share represents a premium of approximately 66.7 per cent to the closing price of 4.8 pence per GRC Share on 4 June 2024 (being the business day before the commencement of the offer period).
It is intended that the acquisition will be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the 2006 Act.
Bloom Seed Bidco, a newly formed company indirectly owned by Bloom Equity Partners Management, has received irrevocable commitments and a letter of intent to vote in favour of the resolutions relating to the scheme and the acquisition at the Meetings, in respect of, in aggregate, 71,210,415 GRC Shares (representing approximately 66.0 per cent of the existing issued ordinary share capital of GRC as at 4 June 2024.
The GRC Directors, who have been so advised by Singer Capital Markets as to the financial terms of the acquisition, consider the terms of the acquisition to be fair and reasonable.
Bloom has been monitoring the cybersecurity sector for potential investment opportunities as it believes that this is a sector that has excellent growth credentials.
It has identified GRC International as a business with a solid offering in the cybersecurity space and Bidco believes that with its operating resources, GRC can realise more growth opportunities within the market.
GRC is a well-established player in the governance, risk management and compliance market, with a broad offering across its three divisions and a product range that is regularly updated based on the changing needs and standards in the market.
Bloom Equity has had significant successes as investors, board members and operating executives in tech-enabled services and software businesses and believes that this experience and its network in the cybersecurity sector could be of great advantage to help scale GRC to the next level.
In addition, most of Bloom Equity’s investments are U.S./Europe cross-border businesses, and Bloom Equity believes there is the potential to help the GRC management team grow the GRC business in the U.S.
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