Liontrust Asset Management PLC (LSE:LIO) agreed to acquire GAM Holding AG (SWX:GAM) from Newgame Sa, Bruellan SA, Silchester International Investors LLP and others for approximately CHF 110 million on May 4, 2023. The Consideration will be satisfied by the issue of 9.4 million new ordinary shares in Liontrust. Liontrust Asset Management has agreed to acquire GAM for consideration, valuing each GAM Share at CHF 0.6723. It is expected that Liontrust will offer 0.0589 Liontrust Shares for one (1) GAM Share (the "Exchange Ratio"). It is expected that GAM shareholders will own approximately 12.6 percent. of the combined group on the completion of the deal. The transaction is subject to minimum tender and approval by acquirer shareholders. The transaction has been approved by the Swiss Takeover Board (TOB). The Proposed Acquisition is expected to complete in the 4th quarter of 2023. As of May 10, 2023, NewGAMe SA and Bruellan, which controls approximately 8.4% of the issued share capital of GAM Holding AG, has formally challenged the decision of the Swiss Takeover Board regarding Liontrust Asset Management PLC's announced exchange offer for GAM. As of June 9, 2023, Liontrust Asset Management PLc expects to publish both the Circular and Offer Prospectus on or around June 13, 2023. As of June 13, 2023. The GAM Board continues to strongly recommend that shareholders accept the Liontrust offer. As of July 7, 2023, the shareholders of Liontrust have approved the acquisition. Liontrust's takeover offer was unanimously recommended by the board of directors. The offer period is anticipated to start on June 28, 2023, and conclude on July 25, 2023. As of July 17, 2023, NewGAMe SA and Bruellan SA owning 9.5% of GAM reaffirmed their stance that they will not support the bid. In the event Liontrust?s tender offer for the company is unsuccessful it is intended to replace loans made by Liontrust to GAM and the bridge financing from NewGAMe ensures that GAM can continue to operate as a going concern when Liontrust?s offer for the company fails, even if the amounts drawn by GAM under the Liontrust loans become repayable at short notice.

The transaction is subject to GAM shareholders? approval and has also been recommended by the Board of Directors of GAM. As of August 8, 2023, the transaction has been approved by the UK's Financial Conduct Authority. As of August 24, 2023, Liontrust currently expects to declare the bid unsuccessful next Tuesday and GAM shareholders had until Wednesday to tender their shares. The offer is scheduled to run until July 25, with final results to be published on July 31, 2023. As of July 24, 2023, Liontrust extends main offer period for GAM Holding AG to accept its acquisition offer by three days to July 28, 2023 and additional acceptance period will now start on August 7 and end on August 18. As of July 28, 2023, Liontrust Asset Management PLC has extended the offer period, GAM shareholders now have until August 4, 2023, to tender shares. As of August 1, 2023, Investor group requests final deadline for Liontrust's takeover offer for GAM Holding, opposing the takeover and seeking support for their own turnaround plan. Worried about lack of information for shareholders if Liontrust extends the offer beyond August 11, 2023. As of August 4, 2023, Liontrust extends offer period to August 23, 2023. As of August 24, 2023, GAM Board has entered into constructive and productive discussions with representatives of the investor group including Rock Investment SAS, Newgame SA and Bruellan SA. Liontrust said that based on the results of its offer, it expects to declare it unsuccessful on August 29, 2023. Recently, Rock Investments SAS, which controls NewGAMe, offered to provide a CHF 25 million convertible bond to replace Liontrust's CHF 20 million loan facility in case of a failure of Liontrust.

Alantra Corporate Finance LLP is acting as Lead Financial Adviser to the GAM Holding AG in connection with the Proposed Acquisition. Singer Capital MarketsAdvisory LLP is acting as Sole Sponsor, Financial Adviser and Sole Broker to the GAM Holding AG in connection with the Proposed Acquisition. Deloitte LLP is acting as Reporting Accountant and Dentons UK and Middle East LLP as Legal Adviser to the GAM Holding AG in connection with the Proposed Acquisition. JPMorgan Chase & Co. acted as financial advisor for GAM Holding AG. Claude Lambert, Lorenzo Togni, Stefan Kramer, Richard Stäuber and Micha Fankhauser of Homburger AG acted as legal advisor to GAM Holding AG. Marcel Jans, Oliver Ambs, Klaus Krohmann of BDO AG acted as due diligence provider to Liontrust Asset Management PLC (LSE:LIO).

Liontrust Asset Management PLC (LSE:LIO) cancelled the acquisition of GAM Holding AG (SWX:GAM) from Newgame Sa, Bruellan SA, Silchester International Investors LLP and others on August 30, 2023.