LONDON: OCS Group International Limited has reached an agreement to acquire Mitie Group PLC in a recommended all-cash transaction that values the British facilities management firm at approximately £3.1 billion. The boards of both companies announced the deal on Monday, which is set to create a combined entity with revenues of roughly £8.5 billion.
Under the terms of the acquisition, which will be implemented via a Scottish scheme of arrangement, Mitie shareholders will be entitled to receive up to 221.6 pence in cash for each share held. This comprises a cash consideration of 218.5 pence per share, plus the potential to retain the final dividend of up to 3.1 pence per share for the fiscal year ended March 2026, pending shareholder approval.
The acquisition price represents a premium of approximately 44.7% to Mitie’s closing share price of 151.0 pence on July 20, the last business day prior to the announcement. It also marks a 17.7% premium to the company’s all-time high closing price of 185.7 pence, reached on April 14, 2026.
Strategic Combination and Rationale
The boards of both companies framed the transaction as a merger of complementary strengths, creating a “stronger UK-headquartered business” with an expanded geographic footprint and enhanced sector breadth across government, defense, healthcare, and infrastructure markets.
Mitie Chairman Chris Rogers stated that the board believes the offer “recognises the strength of the business, the progress achieved in recent years and the opportunities ahead.” He noted that the combination would “provide a stronger platform for growth through greater scale, complementary capabilities and enhanced investment capacity.”
Phil Bentley, Chief Executive Officer of Mitie, echoed this sentiment, describing the announcement as “a testament to everything we have achieved at Mitie in recent years.” He added that as part of a larger group, Mitie would have “an even stronger platform to invest in our people, technology and services.”
Rob Legge, Chief Executive Officer of the OCS Group, said the deal represents “an exciting opportunity to bring together two highly complementary businesses.” Legge emphasized the combined group would be “better positioned to support the organisations that keep the country running.”
The enlarged group is expected to have approximately 8.5 billion pounds in combined revenues for the calendar year ended December 31, 2025, establishing it as one of the UK’s largest private sector employers.
Shareholder Approvals and Regulatory Conditions
The Mitie directors have unanimously recommended that shareholders vote in favor of the scheme. The directors, who have received financial advice from Ardea Partners and Peel Hunt, have provided irrevocable undertakings to vote in favor of the transaction in respect of their own beneficial holdings, representing approximately 1.2% of the issued share capital.
OCS has also received a commitment regarding the interests of Oasis Management Company Ltd in cash-settled total return swaps relating to approximately 9.9% of Mitie’s issued share capital. These swaps do not currently confer voting rights.
Completion of the acquisition is conditional on standard regulatory clearances and court approval. The deal is currently expected to complete during the first quarter of 2027, subject to the satisfaction or waiver of the conditions.
Forward-Looking Statements
The acquisition is intended to be implemented by way of a Scottish Court-sanctioned scheme of arrangement under Part 26 of the Companies Act, though OCS reserves the right to effect the acquisition by way of a Takeover Offer. A Scheme Document containing further details will be published within 28 days of the announcement. Until completion, both companies stated it will be “business as usual” with a focus on delivering services for customers.
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