LONDON: Bridgepoint Fund managed by Bridgepoint Advisers Limited (BAL) has reached agreement on the terms of a recommended cash offer to acquire the entire issued and to be issued ordinary share capital of Alpha FMC.

Alpha FMC independent shareholders will be entitled to receive 505 pence in cash/share valuing the entire issued and to be issued ordinary share capital of Alpha FMC at approximately £626.0 million on a fully diluted basis and represents a premium of approximately 50.7 per cent to the closing price of 335 pence per Alpha FMC Share on 30 April 2024 (being the last Business Day before the date of the commencement of the Offer Period).

Offer Price is final and will not be increased, except that Actium Bidco (UK) Limited reserves the right to increase the Final Offer Price where: (i) there is an announcement of a possible offer or firm intention to make an offer for Alpha FMC by any third party; or (ii) the Panel otherwise provides its consent.

The acquisition is expected to be effected by means of a Court-sanctioned scheme of arrangement between Alpha FMC and Scheme Shareholders under Part 26 of the Companies Act 2006, although Bidco reserves the right to effect the Acquisition by way of a Takeover Offer.

Bidco is a private company limited by shares registered in England and Wales and incorporated on 23 May 2024.

Bidco is an indirect subsidiary of the Bridgepoint Fund. Bidco was formed for purposes of the Acquisition and has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the acquisition.

The Bridgepoint Fund is managed by BAL, which is a subsidiary of Bridgepoint Group plc.

Bridgepoint is one of the world’s leading quoted private asset growth investors, specialising in private equity, private credit and, following the ECP transaction, infrastructure.

With €61 billion of assets under management (pro forma for the ECP transaction) and a strong local presence in Europe, North America and Asia, Bridgepoint combines global scale with local market insight and sector expertise.

Bridgepoint views Alpha FMC as a leading independent specialist operating in the large and growing financial services consulting market, importantly with a distinct culture and a high calibre team of professionals.

The sector is expected to benefit from long-term growth drivers, including digital transformation, increasing financial services regulation, evolving product complexity, cost pressures and continued growth in assets under management.

Commenting on the Acquisition, Charles Welham, Partner and Head of Business and Financial Services at Bridgepoint, said:

“This offer, which we are pleased has been unanimously recommended by the Alpha FMC Independent Directors, represents a significant premium and allows shareholders to realise attractive value. Bridgepoint has strong experience of backing specialist consultants and we are excited to partner with the company and combine our breadth of knowledge of these financial services end markets and the technology ecosystems underpinning them with the bench of specialist capabilities that Alpha FMC has built over many years. We look forward to investing further both organically and inorganically with Luc and the rest of the team.”

· Commenting on the Acquisition, Ken Fry, Independent Non-Executive Chairman of Alpha FMC, said:

“Since its AIM admission in 2017, Alpha FMC has successfully developed into a leading global consultancy to the financial services industry and delivered strong growth in revenues and profits through a proven strategy of deepening client relationships, broadening the client offering and geographic expansion. This is a testament to the strength and relevance of the Alpha FMC Group’s client proposition, the market-leading expertise of its people and the quality of the executive team.

Bridgepoint is a highly successful investor, with a proven track record in supporting specialist consulting businesses and high quality management teams. Alpha FMC will benefit from their expertise and support with the next phase of its development and growth, providing both access to capital and continuity for both Alpha FMC’s clients and employees.

Whilst Alpha FMC is well-positioned to make continued progress, the Alpha FMC Independent Directors believe that the Acquisition recognises the quality and value of the business and represents an opportunity for Alpha FMC Shareholders to realise their entire investment, in cash, at an attractive premium. Accordingly, the Alpha FMC Independent Directors intend to recommend unanimously the Acquisition to Alpha FMC Shareholders.”