LONDON: The boards of Bidco Limited and Cobham Plc have reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Cobham by Bidco. The Acquisition is to be effected by means of a scheme of arrangement.

The acquisition values the entire issued and to be issued ordinary share capital of Cobham at approximately £4.0 billion on a fully diluted basis.

Under the terms of the acquisition, Cobham shareholders shall be entitled to receive 165 pence in cash for each Cobham share representing an attractive premium of approximately 34.4 percent to the closing price per Cobham Share of 123 pence on 24 July 2019.

Cobham has announced an interim dividend of 0.4 pence per Cobham Share payable to Cobham shareholders on the register on 11 October 2019. If the Interim Dividend Record Date occurs before the Effective Date, the Acquisition Price shall be reduced by the amount of the Interim Dividend.

Bidco is an indirect subsidiary of funds managed by Advent. Advent is one of the largest and most experienced global private equity investors. The firm has invested in more than 345 buyout transactions in 41 countries. As of 31 March 2019, it had US$36 billion in assets under management. Advent has a strong track record of investing in high quality global industrial and engineering companies to achieve long term revenue and earnings growth, in domestic and international markets.

Cobham offers an innovative range of products and services to solve challenging problems in defence, aerospace and space markets with an emphasis on keeping people alive and assets safe in harsh or remote environments.

Cobham Plc employs around 10,000 people and has customers and partners in over 100 countries. It has specialist capabilities and know-how in: wireless; audio; video and data communications, including satellite communications; defence electronics; air-to-air refuelling; aviation services; life support and mission equipment markets.

Commenting on the Acquisition, Jamie Pike, Chairman of the board of Cobham, said: “Cobham has leading positions in a number of attractive technology markets, with capabilities and know-how that are well aligned with our customers’ priorities. The Cobham management team’s turnaround actions over the last two and half years have begun to improve our performance, which is reflected in our 2019 interim results announced today. We believe that Advent would provide a complementary partner for Cobham’s stakeholders.

The Cobham Board is unanimously recommending the offer from Advent as it represents an opportunity for shareholders to realise their investment in Cobham in cash in the near term. The offer represents a 50.3% premium to the average share price over the last three months.”

David Lockwood, CEO of Cobham added: “We have worked intensively over the last two and half years to focus on our customers and our financial and operating performance, and these fundamentals, along with the investment in the business Advent can provide, will enable us to leverage the quality of our products and services. Most of all, this offer reflects the potential for future growth and improving performance, and is an endorsement of our turnaround strategy and our hard working people.”

Commenting on the Acquisition, Shonnel Malani, a Managing Director of Advent International plc, said: “We are pleased the Board of Cobham has agreed unanimously to recommend the Acquisition of Cobham by Advent. We strongly believe in the importance and potential of Cobham’s businesses and look forward to bringing our long track record of successful stewardship of companies to ensure that Cobham flourishes under our ownership.”