LONDON: Animalcare Group PLC, the AIM-listed animal health pharmaceuticals company, has agreed to be acquired by a subsidiary of private equity firm Charterhouse Capital Partners LLP in a deal valuing the business at approximately £235.2 million, the companies announced Wednesday.
Under the terms of the cash offer, Animalcare shareholders will receive 336 pence per share, representing a 36% premium to the company’s closing price of 247 pence on April 15, the last business day before the announcement.
The offer values the entire issued and to-be-issued share capital of the York-based company at about £235.2 million on a fully diluted basis.
The premium stands at 27.4% to the volume-weighted average price over the three months ended April 15, and 33.3% over the six-month period, according to the companies.
Alternative Reinvestment Option
In addition to the cash offer, eligible shareholders may elect to reinvest proceeds from at least 66% of their shares by subscribing for units in a newly formed aggregator vehicle, allowing them to retain an economic interest in Animalcare’s future growth under private ownership.
The Animalcare board unanimously recommended the cash offer, having received financial advice from Stifel. However, directors are making no recommendation regarding the alternative offer, citing its dependence on individual shareholders’ tax and financial circumstances.
“The Animalcare Board remains highly confident in Animalcare’s standalone prospects,” the company said in a statement. But directors concluded the acquisition “represents a superior outcome for stakeholders compared to remaining an independent AIM-listed entity.”
Path to Private Ownership
Charterhouse, which has approximately €7 billion under management and over 80 years of operating history in Europe, believes Animalcare is better positioned to achieve its long-term growth potential as a private company.
The private equity firm cited the need for accelerated research and development investments, operational spending and transformative mergers and acquisitions as factors favoring private ownership.
Animalcare has set ambitious targets to reach approximately £150 million in revenue with an EBITDA margin of about 25% by 2030. The company currently has six assets in development, a significant increase from one asset in prior years.
Bidco, a wholly-owned indirect subsidiary of funds managed by Charterhouse, has secured irrevocable undertakings to vote in favor of the scheme from shareholders representing approximately 41.7% of Animalcare’s existing issued share capital.
These include commitments from Animalcare directors holding 16.1 million shares, representing about 23.3% of the company, and from Harwood Capital, which holds 12.7 million shares, or about 18.4%.
Jennifer Winter, an Animalcare director, has given an irrevocable undertaking to accept the alternative offer for certain of her shares, allowing her to realize some cash while retaining potential future upside.
The acquisition will be implemented through a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006, though Bidco reserves the right to structure it as a takeover offer subject to regulatory consent.
Completion requires approval from a majority of scheme shareholders representing at least 75% in value at a court meeting, plus approval of at least 75% of votes cast at a general meeting. The transaction also requires clearance from Australia’s Foreign Investment Review Board.
The scheme document containing full terms and conditions is expected to be posted within 28 days, with completion targeted for the second or third quarter of 2026, subject to satisfaction or waiver of all conditions.
Bidco has not traded since its incorporation and has entered no obligations other than those connected to the acquisition.
Commenting on the Acquisition, Haitham Nasri, Partner in the Deal Team of Charterhouse, said: “We are delighted to be announcing this recommended acquisition of Animalcare, an attractive business with unique characteristics as a global animal health pharmaceuticals platform. We look forward to partnering with the Animalcare management team in acceleratingAnimalcare’sgrowth and achieving their strategic ambition. Jennifer and her team have built a very strong foundation and as we look to the next phase ofAnimalcare’sgrowth, we will continue to provide the resources and strategic flexibility required to accelerate R&D investments for the long-term, make the required operational investments and pursue transformative M&A.”
Commenting on the Acquisition, Ed Torr, Chair of Animalcare, said: “As Chair, my priority is to ensure that Animalcare Shareholders have the opportunity to realise fair value for their investment. While the Animalcare Board remains confident in Animalcare’s standalone prospects, delivering our long-term growth ambitions would require a sustained period of investment and execution over a number of years, against a backdrop of increasing macroeconomic uncertainty. The offer from Bidco provides Animalcare Shareholders with immediate value certainty in cash at an attractive premium and, for Eligible Animalcare Shareholders, the option to retain an economic interest through the Alternative Offer. Following a comprehensive review, supported by our advisers, the Animalcare Board has concluded unanimously that the Acquisition is in the best interests of Animalcare and the Animalcare Shareholders as a whole.”