OUTSOURCING Inc. reached an agreement on the terms of an offer to acquire Cpl Resources plc from group of shareholders for approximately 310 million.
The Acquisition is conditional on, among other things, (i) the approval by Cpl Shareholders of the Scheme Meeting Resolution and the EGM Resolutions; (ii) the sanction of the Scheme by the High Court; (iii) receipt of required regulatory and other necessary approvals (if any) and General Regulatory and Anti-Trust / Competition authority granting waiver or satisfaction. The deal is unanimously recommended by the Board of Cpl. The Acquisition has already been approved by OUTSOURCING Inc's board of directors. Each member of the Cpl Board who holds Cpl Shares has given an irrevocable undertaking to OUTSOURCING to vote in favor of each of the Resolutions required to implement the Acquisition. In addition, OUTSOURCING has received an irrevocable undertaking to vote in favor of each of the Resolutions required to implement the Acquisition from Lorna Conn (Chief Financial Officer of Cpl), Polar Capital European Forager Fund Limited in respect of approximately 5.1% of the issued share capital of Cpl, Marlborough European Multi-Cap in respect of approximately 2.9% of the issued share capital of Cpl. In aggregate Cpl Shares, representing approximately 43.3% of the issued share capital of Cpl have given Irrevocable undertakings in favor of the Scheme. As of November 26, 2020, court hearing to sanction the scheme is January 20, 2021, effective date of the scheme is January 21, 2021 and delisting of Cpl Resources shares is January 22, 2021. The extra ordinary general meeting will take place on December 18, 2020. As of December 18, 2020, 98.54% Cpl Shareholders voted in favour of the transaction to approve the Scheme at the Scheme Meeting and voted in favour of the EGM Resolutions at the EGM. Transaction remains subject to satisfaction or waiver of the other conditions.
It is anticipated that the Scheme will be declared effective in the first quarter of 2021. As on January 20, 2021, The Court has approved the Scheme and scheme is expected to be effective on January 21, 2021. The transaction is expected to close on April 30, 2020. The impact of the Acquisition on the OUTSOURCING Inc.'s current fiscal year's consolidated financial results is negligible. Robert Dunnett, Tim Day, Daniel Chetcuti of N.M. Rothschild and Sons Limited acted as financial advisors for Cpl Resources Board. Ivan Murphy, Daragh O'Reilly and Orla Cowzer of J & E Davy acted as financial advisors for Cpl Resources plc. Henry Phillips, Masanori Kobayashi, Gbolahan Ladipo and Shinya Matsuyama of Nomura acted as financial advisors to OUTSOURCING Inc. Stephen FitzSimons, David Byers, Eoin O'Donnell, Stuart McCarron and Stephen Holst of McCann FitzGerald and Miura & Partners acted as legal advisors to OUTSOURCING Inc. William Fry acted as legal advisor to Cpl Resources plc.