Equals Group plc (LON:EQLS) has today issued an update on its strategic review.
On November 1, 2023, the Board of Equals announced that it is conducting a review of the company’s strategic options and that as part of that process, the company has contacted a limited number of potential counterparties, including Madison Dearborn Partners, LLC (MDP), to assess whether such parties could make a proposal that would deliver greater value to Equals shareholders than pursuing a stand-alone independent strategy;
On 20 March 2024 Equals announced that it had received an indicative non-binding proposal from a consortium consisting of Embedded Finance Limited (Railsr) and TowerBrook Capital Partners (UK) LLP regarding a potential offer for all of the issued and to be issued share capital by Equals.
The Board of Directors considers that it is in the best interests of the shareholders that the Strategic Review remains ongoing to allow more time for it to reach its conclusion.
The notice dated 1 November 2023 stated that, in accordance with rule 2.6(a) of the Code, no later than 5.00 p.m. on 29 November 2023, MDP must either announce a firm intention to bid for Equals in accordance with rule 2.7 of the Takeover Code or announce that it does not intend to bid for Equals, in which case the announcement will be treated as a declaration to which it applies Rule 2.8 of the Takeover Code (PUSU Deadline).
This deadline has subsequently been extended on several occasions, most recently to 17:00 on 17 April 2024, as announced on 20 March 2024.
The March 20, 2024 announcement regarding the Consortium also stated that, pursuant to Rule 2.6(a) of the Code, no later than 5:00 p.m. on April 17, 2024, the Consortium must either announce a firm intention to bid for the Equals in accordance with Rule 2.7 of the Takeover Code or announce that it does not intend to make an offer for Equals.
Therefore, the revised PUSU deadline is the same for both MDP and Consortium.
As part of the Strategic Review, discussions and due diligence are ongoing between Equals and each of the MDPs and the Consortium and, in order to allow more time for these discussions and due diligence to take place, the Equals Board has requested the team for acquisitions and Mergers further extend the PUSU deadline.
In light of this request, an extension was granted by the Panel and, pursuant to Rule 2.6(a) of the Code, each of the MDPs and the Consortium is required, no later than 5.00 p.m. of 15 May 2024, either announce a firm intention to bid under Rule 2.7 of the Code or announce that they do not intend to bid, in which case the announcement will be treated as a declaration to which Rule 2.8 of the Code applies.
There can be no assurance that an offer will be made or as to the terms of any offer, if made.