Recommended cash offer by Angus Newco Ltd (a company backed by 3i and funds managed by 3i) for Inspicio plc
The Directors of Angus Newco, a company backed by 3i and funds managed by 3i and the Independent Directors of Inspicio plc (‘Inspicio’) are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Angus Newco.
The offer will be made at a price of 225 pence in cash for each Inspicio share valuing Inspicio at approximately £228.6 million and representing an 33.5 % premium to the average closing price of 168.5p per Inspicio share for the six month period prior to the commencement of the offer period.
On 12 October 2007 Inspicio announced that it had received approaches from interested parties regarding a potential offer for Inspicio. Since then, the Independent Directors and their financial advisers have invited expressions of interest from both trade and private equity parties. As part of these discussions, a number of parties were allowed access to due diligence as part of a competitive process. The offer being announced today represents the conclusion of that competitive process.
The Independent Directors, who are not connected with Angus Newco and are advised by Kaupthing, consider the terms of the offer to be fair and reasonable and unanimously recommend that Inspicio shareholders accept the offer. Members of the Executive Management Team, Keith Tozzi and the Independent Directors have given Angus Newco irrevocable undertakings to accept the offer in respect of all of their respective beneficial holdings of Inspicio shares amounting in aggregate to 1,011,860 Inspicio shares representing approximately 1.0% of the existing issued share capital of Inspicio. Including support received from institutional shareholders, in total Angus Newco has received irrevocable undertakings and non-binding letters of intent to accept the offer in respect of 20,544,812 Inspicio shares representing in aggregate approximately 20.2% of Inspicio’s existing issued share capital.
Commenting on the offer, Alan Giddins, Global Head of Business Services at 3i said: “Business Services is a key sector focus for 3i and we are delighted to be in a position to invest in Inspicio. We are looking forward to working with the management team, led by Mark Silver, to help the business achieve its full potential. Inspicio’s business reflects 3i’s global presence and the underlying organic growth prospects for Inspicio remain strong. In addition we are committed to supporting Inspicio’s acquisitive strategy to continue to build its international presence in its core markets.”
Commenting on the offer on behalf of the Independent Directors, Lesley James said: "Today, the Independent Directors have pleasure in bringing to a close a process that started over two months ago. In that time we have evaluated all aspects of the offer from 3i, as well as proposals from a number of other potential bidders. We have concluded that the offer from 3i is in the best interests of Inspicio''s shareholders as a whole and recommend that shareholders accept the offer."
Mark Silver, CEO of Inspicio said: “This is a good deal for Inspicio and provides an opportunity for the company to fulfil its potential. It will enable us to exploit fully the growth opportunities in the global testing and inspection market with the support of a long term investor who understands our business and our strategy.”
Notes to editors
About Angus Newco
Angus Newco is a newly-incorporated company which has been formed for the purposes of making the offer. Angus Holdco, of which Angus Newco will be a whollyowned subsidiary, will be owned by 3i and funds managed by 3i (who will own a majority shareholding), together with the Executive Management Team. The Executive Management Team includes Mark Silver (Chief Executive) and Richard McBride (Finance Director) of Inspicio. In addition, Keith Tozzi (Chairman) has agreed to become a strategic consultant to the business following completion.
3i is a world leader in private equity and venture capital. We focus onBuyouts, Growth Capital, Venture Capital, Infrastructure and Quoted Private Equity (“QPE”) and invest across Europe, the United States and Asia. Our competitive advantage comes from our international network and the strength and breadth of our business relationships. These underpin the value that we deliver to our portfolio and to our shareholders.
3i’s buyouts business is a leader in the European mid-market. We lead mid-market buyouts of companies valued at up to around €1bn, using insight from our local knowledge, international connections, and our sector teams. With over €8bn of funds under management and an existing portfolio of over 60 companies across Europe, 3i Buyouts invests in all sectors, with a particular focus on media, healthcare, consumer, business support services and oil, gas & power. In 2006, 3i Buyouts raised Eurofund V, which at €5bn, represents the largest fund in Europe dedicated to mid-market buyouts.
Over the last 4 years, 3i has completed 4 successful public to private transactions, including Mayborn, a UK-based manufacturer and distributor of branded and ownlabel baby and household products; Enterprise, a leading UK utilities and public sector outsourcing company; Telecity Group, a pan-European provider of network independent data centres with managed services; and Chorion, a UK-based intellectual property owning, brand creation and management business.
Inspicio plc was admitted to AIM in April 2005 as a newly incorporated company and was established to acquire and manage market leading organisations in testing, inspection and performance conformity markets in the UK and internationally. Since admission, Inspicio has made four major acquisitions: Inspectorate Limited a global leader in the testing and inspection of traded commodities; Environmental Services Group Limited, a leading provider of environmental testing services; Eclipse Scientific Group Limited, the UK''s leading food, drink, chemistry and microbiology testing business; and Scientifics Limited, one of the UK''s leading independent analytical testing and consultancy businesses. Inspicio now has over 6,500 employees and operates in or provides services into over 125 countries.
The following definitions apply throughout this announcement :-
"Directors of Angus Newco “ Alan Giddins, Mark Silver and Richard McBride
"Independent Directors" Lesley James, Chris Slack and Mark Watts, being those directors of Inspicio plc who are independent in relation to the offer and who constitute the independent committee of the Inspicio plc Board formed to consider the offer
"Executive Management Team" Mark Silver, Richard McBride, Julie Dedman and Neil Hopkins