LONDON: The boards of Janus Bidco Limited (“Bidco”) and Apax Global Alpha Limited (“AGA”) (LSE: AGA) announced Monday a recommended cash acquisition of the entire issued share capital of AGA by Bidco. The deal values the Guernsey-based investment trust at approximately €916.5 million (approximately £794.5 million).
Bidco, a newly formed Guernsey company indirectly owned by an investment vehicle advised by Apax Partners LLP, will offer AGA shareholders €1.90 (£1.65) per share in cash. The offer represents significant premiums:
- 18.8% above AGA’s closing price of 138.6 pence on July 18, 2025.
- 30.6% above the one-month volume-weighted average price (VWAP) ending July 18.
- 36.5% above the three-month VWAP ending July 18.
However, it represents a 17.1% discount to AGA’s preliminary unaudited Q2 2025 net asset value (NAV) per share of €2.29.
The acquisition will be implemented via a Court-sanctioned scheme of arrangement under Guernsey law. Funding will be provided by funds managed or advised by Ares Management LLC and/or its affiliates, alongside debt financing.
Eligible shareholders (excluding those in restricted jurisdictions) can elect an alternative to receive one Rollover Share in a new private fund (“New Fund”) for each AGA share, subject to scaling back if total elections exceed 40% of AGA’s capital. Bidco emphasized that Rollover Shares are high-risk, illiquid investments, and the AGA board does not recommend this option due to an inability to assess its fairness. The AGA directors themselves intend to take the cash offer.
The AGA board unanimously recommends the cash offer, stating it provides certainty and a significant premium amidst persistent market challenges. Financial advisers Jefferies and Winterflood deemed the cash terms fair and reasonable.
AGA Chairman Karl Sternberg cited the “widening discount to NAV, persistent selling from investors, a lack of a forthcoming re-rating and a reduction in new buyers” as sector challenges. He stated the Bidco offer provides “full liquidity… simplicity, minimal execution risk and competitive pricing.”
Salim Nathoo, a Partner at Apax, said the offer “crystallises full, certain value for AGA Shareholders today” and provides an option for those wishing to maintain exposure to AGA’s portfolio privately.
The scheme document, detailing the acquisition terms and the Alternative Offer mechanics, will be sent to shareholders in due course. Shareholder meetings will be scheduled to vote on the proposal.