Taliesin Property Fund gets cash bid – The boards of directors of Taliesin Property Fund Limited and Wren Bidco Limited and Canary Bidco Limited (companies owned by entities advised by affiliates of The Blackstone Group LP) have announced that they have reached agreement on the terms and conditions of a recommended all cash acquisition of the entire issued ordinary share capital of Taliesin.
Under the terms of the acquisition, shareholders can get 51 Euros in cash per share.
The bid price represents a premium of approximately:
- 10 per cent. to the closing price of EUR46.31 per Taliesin Share on 19 December 2017
- 16 per cent. to the volume-weighted average price of EUR44.15 per Taliesin Share for the three-month period ended 19 December 2017
- 16 per cent. to the 30 June 2017 Adjusted NAV of EUR44.14 per Taliesin Share.
The Offer Price has been agreed by the boards of directors of Taliesin and the Bidcos on the basis that no final dividend for the financial year ended 31 December 2017 will be paid by Taliesin to Taliesin Shareholders. If Taliesin announces, declares, makes or pays any dividend or other distribution on or after the date of this announcement and prior to the effective date, the Bidcos reserves their right to reduce the offer price by an amount equal to the amount of such dividend or distribution.
The acquisition values Taliesin’s entire issued ordinary share capital at approximately EUR260 million.
The Taliesin directors, who have been advised by Rothschild, consider the terms to be fair and reasonable. Accordingly, the Taliesin directors confirm they intend to recommend unanimously that shareholders vote in favour of the scheme.
The managers, Seumas Dawes, Georges Saier, Michael and Felicity Milbourn, Julian Adams, and Paul Luke have irrevocably undertaken to vote in favour of the scheme.
The Bidcos have received irrevocable undertakings to vote in favour of the scheme from Taliesin shareholders holding 2,640,536 Taliesin shares representing approximately 51.8 per cent. of the issued ordinary share capital of Taliesin.
Taliesin has zero dividend preference shares. Upon the acquisition becoming effective, Taliesin is required to initiate a process of offering an early repurchase of the ZDP Shares which the holders of the ZDP Shares may either accept or reject. Full details of the terms of the buyback offer and relevant documentation will be sent to holders of ZDP Shares following the scheme becoming effective.
TPF : Taliesin Property Fund gets cash bid