LONDON: Loungers plc and CF Exedra Bidco Limited, a company indirectly owned by Fortress Investment Group, LLC, have announced an agreement for Bidco to acquire the entire issued and to be issued share capital of Loungers. The acquisition will be executed through a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.

The shareholder circular regarding the acquisition was published on Dec. 17, 2024. This announcement should be read in conjunction with the Scheme Document.

The boards of Bidco and Loungers have agreed on an increased recommended offer for Loungers’ share capital. Bidco considers the financial terms of this offer to be fair and final, with exceptions for potential third-party offers or Panel consent.

Loungers shareholders will receive 325 pence in cash per share, valuing Loungers at approximately £354.4 million. This offer represents a premium of 4.8% over the original cash offer and significant premiums over various closing prices before the original announcement date.

Eligible shareholders can opt for the Alternative Offer, receiving Rollover Units comprising Topco Ordinary Shares and Topco B Preference Shares. The value of these units has been adjusted to reflect the increased offer.

Alex Reilley, Chairman of Loungers, expressed satisfaction with the increased offer, reinforcing the recommendation for shareholders to vote in favor. Domnall Tait, Managing Director of Fortress, highlighted their continued belief in Loungers and commitment to supporting its growth.

The Increased and Final Offer is subject to the terms and conditions set out in the Scheme Document. Loungers does not intend to publish a revised scheme document for this offer.

Fortress Investment Group offers to acquire Loungers plc for £338.3 million