A small business financier has encouraged its shareholders to approve a takeover bid worth an estimated $630 million.
Scottish Pacific has announced that it has entered into a binding Scheme Implementation Agreement (SIA) with SME Capital Investments (a subsidiary of private equity firm Affinity Equity Partners) under which it is proposed that the bidder will acquire 100 per cent of the share capital of Scottish Pacific, which it has valued at approximately $630 million.
Under the terms of the scheme, Scottish Pacific’s shareholders will be entitled to receive $4.40 per share in cash, subject to all applicable conditions being satisfied or waived and the scheme being implemented.
The scheme consideration of $4.40 per share represents:
Scottish Pacific’s directors have recommended that shareholders unanimously vote in favour of the scheme, subject to no superior proposal emerging and the independent expert concluding that the scheme is in the best interests of shareholders.
Scottish Pacific’s chairman, Patrick Elliott, commented: “Affinity Equity Partners’ proposal represents a significant premium to [Scottish Pacific’s] recent share price, and entitles all [Scottish Pacific] shareholders to receive up to 100 per cent of the scheme consideration in cash which provides value certainty for shareholders.
“We believe the proposal is consistent with the board’s efforts to maximise shareholder value.”
The lender has noted that a scheme booklet containing detailed information of the scheme proposal, including an independent expert report, is expected to be issued to Scottish Pacific’s shareholders by early November 2018.
The debtor financier added that shareholders will be given the opportunity to vote on the scheme at a meeting that is expected to be held on 30 November 2018.
Further, subject to shareholder approval and the other conditions of the scheme being satisfied, the lender expects the scheme to be implemented in late December 2018.
Customary conditions which must be satisfied before the scheme is implemented include:
[Related: Scottish Pacific reports 17.4% profit growth]
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