Macquarie Group Limited and Wavenet Limited completed the acquisition of AdEPT Technology Group plc from a group of seller and others.
April 11, 2023
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Macquarie Group Limited (ASX:MQG) and Wavenet Limited reached an agreement to acquire AdEPT Technology Group plc (AIM:ADT) from a group of seller and others for £50.3 million on February 8, 2023. The acquisition is intended to be implemented by means of as scheme of arrangement. Under the terms of the acquisition, each AdEPT shareholder will be entitled to receive 201 pence in cash for each AdEPT share. The acquisition will be fully funded through a combination of new debt and equity financing. The equity financing will be provided by MPRC Europe Limited, pursuant to an equity commitment letter and debt financing will be provided by funds controlled or managed by Ares Management Limited. Ernst & Young LLP (UK) acted as due diligence provider to AdEPT Technology Group plc.
All AdEPT non-executive directors have agreed to resign as directors of AdEPT with effect from completion of the acquisition. Following completion of the acquisition, Wavenet intends to retain the best talent of AdEPT. Wavenet has received irrevocable undertakings or a letter of intent from the AdEPT Directors, certain of the AdEPT Directors' connected persons and AdEPT shareholders, in respect of a total of 14,160,989 AdEPT shares, representing, in aggregate, approximately 56.6% of the ordinary share capital of AdEPT. The AdEPT Directors unanimously recommend the scheme. The scheme is subject to AdEPT shareholders approval at the Court Meeting and General Meeting, needs to be sanctioned by the Court, also subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the FCA, the AIM rules and NS&I Act approval. As of March 29, 2023, the required clearance confirmation from the Secretary of State in accordance with NS&I Act has been received and, accordingly, the NS&I Act Condition has now been satisfied. The acquisition is currently expected to become effective in Spring 2023. The transaction is expected to close on June 26, 2023. As of April 5, 2023, upon court approval scheme is expected to become effective, which will take place on April 11, 2023.
Peter Bell and Michael Shaw of Cardean Bell Ltd and Oliver Levy of MarchHarvey Ltd acted as financial advisor and Travers Smith LLP acted as legal advisor to Wavenet and Macquarie. James Craven, Tim Richardson and Declan O'Connor of Houlihan Lokey UK Limited and Shaun Dobson, Alaina Wong and Sandy Fraser of Singer Capital Markets Advisory LLP acted as financial advisor and Cripps LLP acted as legal advisor to AdEPT. Computershare Investor Services PLC acted as registrar of AdEPT.
Macquarie Group Limited (ASX:MQG) and Wavenet Limited completed the acquisition of AdEPT Technology Group plc (AIM:ADT) from a group of seller and others on April 11, 2023. The transaction became effective following approval by court.
Downing Strategic Micro-Cap Investment Trust plc is a United Kingdom-based investment company. The Company's investment objective is to generate capital growth for shareholders over the long term from active involvement in a focused portfolio of United Kingdom micro-cap companies (those whose market capitalizations are under £150 million at the time of investment) targeting a compound return of 15% per annum over the long term. The Company's portfolio of investments typically comprises between 12 and 18 holdings. It typically seeks to hold between 3% and 25% of the equity of these investee companies, notwithstanding the ability to use debt instruments alongside equity. Typically, investments are appraised over a three to seven-year investment horizon. It invests in various sectors, including consumer discretionary, industrials, cash, support services, electrical equipment, financial services and telecommunications. The Company's investment manager is Downing LLP.