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SaaS – Software as a Service Provider

Client – SaaS – Software as a Service Provider

Instruction – Shareholders wishing to leverage their solution to the financial markets by merging into a large PLC

Role – Conduct confidential auction as sell-side advisor

Result – Project managed the auction process and managed the sale to Completion. 12 sealed bids. All final bids made at full enterprise value with 100% cash on Completion, on a cash and debt-free basis

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UK Industrial Cleaning and Food Hygiene Services

Client – Partners in Hygiene Ltd – UK Industrial Cleaning and Food Hygiene Services.

Instruction – Disposal of business to trade or non-trade buyer.

Role – Review market opportunities, benchmark possible share price, and source buyers based on management culture and ethos. Generate sealed bids. Assist German-based buyer in their UK division’s first acquisition. Manage through to Completion.

Result – Successful sale of Company to a non-trade buyer – Leadec Group. 20,000 employees, 300 locations and sales of 900 million euros.

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Specialist In Worldwide Distribution Of High-Quality Steels

Client – Masteel Ltd – Specialist In Worldwide Distribution Of High-Quality Steels. £20 Million Turnover

Instruction – Conduct trade sale of the business with a focus on matching culture and ethos of the incoming buyer to existing management

Role – Project managed auction process and handled the sale to completion

Result –Successful share sale. Existing shareholder exiting the business six months post-completion. Headhunted new financial controller for the Company on behalf of the new Owner

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Flutter shares jump 14 per cent on £11bn merger with Stars Group to create one of the world’s largest gambling firms

Flutter Entertainment and Nasdaq- and Toronto-listed Stars Group said today they were merging in a deal that will create one of the world’s largest gambling businesses.

Shareholders in Flutter, formerly known as Paddy Power Betfair, will own approximately 54.6 per cent of the new company with Stars shareholders owning approximately 45.3 per cent of the combined group.

The combined revenue of the two businesses in 2018 was £3.8bn and their combined market capitalisation is £11bn, enough to make it one of the world’s largest online betting and gaming operators globally.

The new business will be based in Dublin, with a premium listing on the London Stock Exchange and a secondary listing on Euronext Dublin.

Flutter shares jumped nearly 14 per cent this morning to 8,700p.

News of the deal also boosted other gambling stocks, with William Hill up 3.65 per cent, 888 Holdings up 1.8 per cent and GVC Holdings up nearly one per cent.


The two businesses said the merger would help the combined group crack the US market which is liberalising its gambling rules.

The pair said the deal would create value for shareholders with pre-tax cost-synergies of £140m per annum along with lower finance costs.

Flutter chief executive Peter Jackson will be chief executive of the combined group with Flutter chair Gary McGann taking the role of chair.

Flutter has entered into third-party deals in the US with Fox Sports, Fastball Holdings and Boyd Interactive Gaming conditional on the merger going ahead.


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Debenhams on the brink as it rejects £150m Mike Ashley rescue deal

Debenhams is on the brink of falling into the hands of its lenders in a move that will wipe out shareholders after the company and its financial backers rejected a £150m cash injection from Mike Ashley’s Sports Direct.

A pre-pack administration deal is expected to be announced on Tuesday morning that would affect Debenhams’ holding company only, meaning its 165 stores would continue to trade. However, shareholders’ stakes will be rendered worthless, including Sports Direct’s near 30% stake, which cost about £150m to build up.

The retailer’s banks and bondholders also want Debenhams to close about 50 stores via an insolvency process known as a company voluntary arrangement, which is likely to follow within weeks. Landlords will hold a vote on whether to approve the deal, expected to involve stores closing after Christmas and putting thousands of jobs at risk.

Sports Direct said Debenhams had turned down its offer of a £150m rescue package, in the form of a fully underwritten rights issue, in a deal it hoped would keep the company in the hands of shareholders. In a stock market announcement on Monday afternoon after that deal was rejected, Ashley’s retail group said it was still considering making a fully funded takeover bid instead, but no offer had emerged by a 5pm deadline.

With the deadline missed, the most likely outcome for the chain, which has 165 stores and employs 25,000 people, is that lenders will take control of Debenhams. They have lined up administrators to organise a pre-arranged deal under which Debenhams’ listed holding company will go into administration. The group’s operating companies, which run its stores, will then be sold to a new entity controlled by the lenders in return for reducing the group’s £640m debt pile.


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Norway’s DNO raises Faroe Petroleum bid to $816 million

Norwegian oil company DNO ASA raised its bid for Britain’s Faroe Petroleum to 641.7 million pounds ($816 million) on Tuesday, lifting its cash offer to 160 pence per share from 152 pence.

Shares in Faroe, which rejected DNO’s 610 million pound hostile bid in November as inadequate and “opportunistic”, have since ranged between 140 pence and 160.8 pence.

DNO’s Chairman Bijan Mossavar-Rahmani said in a statement that while the company “does not overpay for assets”, it was in the interest of most parties to raise its offer.

The deal will be funded from cash resources and the closing date for the final offer has been set for Jan. 23, DNO said.

DNO, which has been building up a stake in Faroe since April, said its combined ownership and bid acceptances on Jan. 4 stood at 43.8 percent. It requires 50 percent of Faroe’s shareholders to back its takeover bid.


Faroe had no immediate comment after DNO raised its offer.

Paul Mumford of Cavendish Asset Management, who according to Refinitiv Eikon data holds 1.4 percent of Faroe and who has said DNO’s previous offer was too low, said on Tuesday that the revised offer – which he also referred to as “low-ball” – looked likely to succeed.

“For minority shareholders this may be the nail in the coffin. They are unlikely to want to stick around with DNO holding a controlling stake in the business,” he said.

Sears reaches a deal to stay alive

Analyst Teodor Sveen-Nilsen of broker Sparebank 1 Markets in Oslo said he expected the increased offer to be successful.

“Considering the fact that peers have become cheaper over the past quarter…, we believe DNO now will end up with at least 50 percent of Faroe’s share capital,” he said in a note.


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Takeda and Shire shareholders back £46bn drugs takeover

Japanese drugs giant Takeda’s £46bn ($59bn) takeover of Irish pharmaceuticals firm Shire has been approved by both sets of shareholders.

The acquisition, the largest by a Japanese company, propels Takeda into the world’s top 10 list of biggest pharmaceutical companies.

Shire shareholders met in Dublin to approve the deal. Takeda investors gave the green light earlier in the day.

Some Takeda investors objected over fears it will increase the firm’s debt.

The votes to approve the takeover follow a long-running battle in which Takeda made multiple offers for Shire.

On Tuesday, Kazuhisa Takeda, a member of the firm’s founding family, spoke out against the deal over concerns with the level of debt it would add to Takeda.

Takeda plans to finance the takeover via the issue of new shares in exchange for Shire stock, bank loans and bonds.

The takeover is part of Takeda’s strategy to become a global pharmaceutical company. The firm wanted to buy Shire to strengthen its cancer, stomach and brain drug portfolios.

But one of its potentially lucrative treatments will have to be sold off at the direction of European regulators over competition concerns.

“We are delighted that our shareholders have given their strong support to our acquisition of Shire,” said Takeda chief executive Christophe Weber after the investor vote in Osaka.

Shire was founded in the UK, but moved its corporate headquarters to Dublin a decade ago. It has 24,000 employees in 65 countries.


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Fujifilm-Xerox merger back on track?

Japan’s Fujifilm has won an appeal in a legal fight with Xerox that had halted a planned merger between the firms.

Fujifilm now plans to push ahead with talks on the $6.1bn (£4.6bn) merger with the US printer maker, according to Japan’s Kyodo news agency.

In May, Xerox ended its controversial sale to Fujifilm after reaching a settlement with activist investors Carl Icahn and Darwin Deason.

But Fujifilm says its original deal remains the best option for shareholders in both companies.

“(The) Court’s decision will allow us to discuss with Xerox the fulfillment of the original agreement. All Xerox shareholders ought to be able to decide for themselves the operational, financial, and strategic merits of the transaction to combine Fuji Xerox and Xerox,” it said.

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Sky Posts Forecast-Beating Annual Results As Bidding War Rages On

Rupert Murdoch could table a new £26bn-plus offer for Sky this week in an effort to stop rival Comcast from becoming the new owner of Europe’s biggest pay-TV broadcaster.

Under UK takeover rules, Murdoch’s 21st Century Fox has until the end of Thursday to formally post a bid to Sky shareholders as he looks to take control of the 61% of Sky he does not already own.

Analysts, on the other hand, do not believe it makes sense to go through that costly process and believe Murdoch should sweeten his offer before Thursday’s deadline.

“Logic says that it would make the most sense to put their best foot forward and make a new offer rather than send out the documents with the current inferior bid to shareholders,” says Bruno Burki from research and advisory firm United First Partners.

Murdoch could use Fox’s full-year results at the close of business in the US on Wednesday to announce a new bid. Disney, which could look to sideline Murdoch and mount a direct bid for full control of Sky, is due to report its latest quarterly results on Tuesday.


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Esure Founder to Make £360Million

Esure founder Sir Peter Wood will make more than £360m from selling the insurance group to private equity firm Bain Capital in a £1.2bn deal.

Shares in the company, which owns Sheilas’ Wheels and GoCompare, shot up more than 30 per cent on Monday after the firm revealed it was in talks with US-based Bain.

The unsolicited bid of 280p per share represents a premium of 37 per cent on the share price before the offer was made. However, it is below the float price of 290p when it launched on the London Stock Exchange in 2013.

If the deal completes, esure will become a private company and its shares will no longer be traded on the stock market.

Sir Peter, who holds approximately 30.69 per cent of esure’s stock, will receive around £368m, but has also pledged to reinvest £50m in the business.

He will also continue as chairman of the firm – Bain said that due to his “extensive experience in the insurance sector and track record of driving growth and profitability at esure”, Sir Peter’s ongoing participation was “an important element of the offer”.

Sir Peter, who pocketed £198m when esure first floated three years ago, said the deal was “a great outcome for shareholders, for the company, and for customers”.

“As a private company and with Bain Capital’s backing, esure will be able to invest behind the innovation required to fully realise the opportunities in this market,” he added.

Robin Marshall, managing director and co-head of Bain Capital Europe, said: “Sir Peter Wood is a towering figure in the industry and we would be delighted to be able to take the company that he and his team have built to the next level. We are excited that he will remain a minority shareholder in the company and also grateful that he will remain as Chairman to facilitate a smooth transition to private ownership.”

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