Siris Announces a Recommended Cash Offer for Equiniti Group PLC
THIS PRESS RELEASE SHOULD BE VIEWED IN CONJUNCTION WITH THE ANNOUNCEMENT THAT WAS MADE BY SIRIS PURSUANT TO RULE 2.7 OF THE UK’S CITY CODE ON TAKEOVERS AND MERGERS (THE “RULE 2.7 ANNOUNCEMENT”) EARLIER TODAY, SUBJECT TO THE IMPORTANT NOTICES SET OUT AT THE END OF THIS PRESS RELEASE.
New York – May 27, 2021 – Siris, a leading private equity firm focused on investing and driving value creation in technology and telecommunications companies, today announced that it has reached an agreement with the board of directors of Equiniti Group PLC (“EQ” or the “Company”) on the terms of a recommended cash offer for the entire issued and to be issued share capital of EQ (the “Acquisition”).
It is intended that the Acquisition will be implemented through Earth Private Holdings Ltd (“Bidco”), a newly-incorporated company, owned by funds managed or advised by Siris Capital Group, LLC, by way of a court sanctioned scheme of arrangement of EQ under Part 26 of the United Kingdom’s Companies Act 2006.
Under the terms of the Acquisition, EQ shareholders will be entitled to receive 180 pence in cash for each EQ share. The acquisition values the entire issued and to be issued ordinary share capital of EQ at approximately £673 million on a fully diluted basis.
EQ, a company listed on the Main Market of the London Stock Exchange, is a leading technology-led services and payments specialist with strong market positions in the UK and the U.S. With more than 5,000 employees, the Company supports 36 million people in 120 countries. EQ’s purpose is to care for every customer and simplify every transaction, delivered with less of an impact on the environment.
Bidco values EQ’s leading franchises in EQ Boardroom, EQ US, EQ Digital and EQ Paymaster. Each of these businesses provides both organic and inorganic opportunities that Bidco believes can be accelerated in a private setting by leveraging Siris’s domain expertise, operating resources and strategic capital. Bidco will work closely with the management of EQ following completion of the Acquisition to refine its private company strategy with a long-term perspective to help the Company achieve its full potential. This will include investment in EQ’s existing business to accelerate organic growth through initiatives such as cross-selling from the U.K. into the U.S. From an inorganic perspective, Bidco believes that with the support of Siris, it can execute meaningful near-term acquisitions in EQ’s core markets and adjacent sectors.
Commenting on the Acquisition, Frank Baker, Co-Founder, and Michael Hulslander, Managing Director of Siris, said:
“EQ is a leader, innovator and trusted partner across its mission critical end-markets. We look forward to building on this legacy and supporting the Company as it embarks on a new phase of innovation and industry leadership.”
John Swainson, Executive Partner of Siris, added:
“I have been impressed with EQ’s commitment to delivering best-in-class solutions to its demanding
financial services and enterprise customers. I know that Siris is excited to partner with management to
continue this successful track and help the Company achieve its strategic objectives.”
The Acquisition is conditional on the approval by EQ shareholders of the scheme of arrangement, as well as on customary regulatory approvals and other conditions. The transaction is expected to be completed in the fourth quarter of 2021.
This press release should be read in conjunction with the Rule 2.7 Announcement published under Rule 2.7 of the UK’s City Code on Takeovers and Mergers (the “UK Code”) available on the London Stock
Exchange RNS and website at https://siris.com/equintidocuments. The release, publication or distribution of some or all of these documents in or into certain jurisdictions other than the United
Kingdom may be restricted by law and may affect the availability of the Acquisition to persons who are not resident in the United Kingdom. Please review the Important Notices at the end of this press release
and the Rule 2.7 Announcement for further information.
Greenhill is serving as lead financial advisor and Goldman Sachs International is serving as joint financial advisor to Siris and Bidco.
Wachtell, Lipton, Rosen & Katz and Macfarlanes LLP are retained as (respectively) U.S. and UK legal advisers to Siris and Bidco.
Inquiries:
Abernathy MacGregor (media advisor to Bidco and Siris) +1 212 371 5999
Dana Gorman
Blair Hennessy
About Siris
Siris is a leading private equity firm that invests primarily in technology companies with mission-critical products and services. Siris’ development of proprietary research to identify opportunities and its
extensive collaboration with its Executive Partners are integral to its approach. Siris’ Executive Partners are experienced senior operating executives that actively participate in key aspects of the transaction
lifecycle to help identify opportunities and drive strategic and operational value. Siris has raised nearly $6 billion in cumulative capital commitments. For more information, visit www.siris.com.
About EQ (Equiniti Group plc)
EQ is an international technology-led services and payments specialist. With over 5,000 employees, it supports 36 million people in 120 countries. EQ’s purpose is to care for every customer and simplify every
transaction, delivered with less of an impact on the environment.
EQ serves clients and customers through four divisions:
- EQ Boardroom: Share registration, governance and investor relations advisory, and employee
benefits services - EQ Digital: Helping regulated businesses and Government to manage customers through
innovative digital solutions - EQ Paymaster: Pensions, annuities, flexible benefits and payroll for the UK’s largest public and
private sector organisations - EQ U.S.: Transfer agency, equity compensation services and digital solutions for U.S. firms; serving
the world’s leading brands since 1929
EQ is a public limited company registered in England and Wales. The EQ Shares are listed on the Premium Segment of the Official List and admitted to trading on the London Stock Exchange’s Main Market for listed securities.
IMPORTANT NOTICES
Terms defined in these notices have the meanings given to them in the Rule 2.7 Announcement published in connection with the Acquisition earlier today under Rule 2.7 of the UK Code, and should be read in
conjunction with the important notices set out in the Rule 2.7 Announcement.
This press release is for information purposes only, and is not intended to, and does not, constitute or form part of, any offer or inducement to sell or an invitation or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale,
issuance or transfer of securities of EQ in any jurisdiction in contravention of applicable law. As explained in the Rule 2.7 Announcement, the Acquisition will be made solely on the terms to be set out in the
Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition including details of how to vote in
respect of the Acquisition. Any vote in respect of the Scheme or other decision or response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document
(or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document). EQ Shareholders are advised to read carefully the Scheme Document and related Forms of Proxy (or, if applicable, the Offer Document) once these have been dispatched. This press release does not constitute a prospectus or prospectus exempted document.
The release, publication or distribution of the Rule 2.7 Announcement and this press release in or into certain jurisdictions other than the United Kingdom may be restricted by law and may affect the
availability of the Acquisition to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United
Kingdom, should inform themselves about, and observe any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to,
forward the Rule 2.7 Announcement, this press release, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and should seek
appropriate professional advice before taking any action.
Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the
companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.
Further details in relation to Overseas Shareholders will be contained in the Scheme Document.
Notice to US investors
In the event that the Acquisition is implemented by way of a Takeover Offer and extended into the US, Bidco will do so in satisfaction of the procedural and filing requirements of the US securities laws at that
time, to the extent applicable thereto. The Acquisition relates to the shares of an English company and it is proposed to be made by means of a scheme of arrangement provided for under English law. The
Scheme will relate to the shares of an English company that is a “foreign private issuer” as defined under Rule 3b-4 under the US Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the
UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules.
Financial statements, and all financial information included in the relevant documentation, will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial statements of US companies or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles. However, if Bidco were to elect to
implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with applicable UK and US securities laws and regulations, including the US tender offer rules. Such
Takeover Offer would be made in the US by Bidco and no one else. In addition to any such Takeover Offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain
purchases of, or arrangements to purchase, shares in EQ outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. These purchases may occur either in
the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases or arrangements to purchase shall be disclosed as required in the United Kingdom, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com. If such purchases or arrangements to purchase are made
they would be made outside the United States in compliance with applicable law, including the US Exchange Act.
The receipt of consideration by a US holder for the transfer of its EQ Shares pursuant to the Scheme may have tax consequences in the US and such consequences, if any, are not described herein. Each EQ
Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable United States state and
local, as well as overseas and other, tax laws.
EQ and Bidco are both incorporated under the laws of England and Wales. Some or all of the officers and directors of EQ are residents of countries other than the United States. In addition, some of the assets of Bidco and EQ are located outside the United States. As a result, it may be difficult for US holders of EQ Shares to enforce their rights and any claim arising out of the US federal laws or to enforce against them a judgment of a US court predicated upon the securities laws of the United Kingdom. US holders of EQ Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgement.
Forward-looking statements
This press release (including information incorporated by reference in this press release) may contain certain “forward-looking statements” with respect to Bidco or EQ. These forward-looking statements can
be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often, but do not always, use words such as “anticipate”, “target”, “expect”, “estimate”,
“intend”, “plan”, “goal”, “believe”, “will”, “may”, “should”, “would”, “could” or other words or terms of similar meaning or the negative thereof. Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business
and management strategies and the expansion and growth of Bidco’s, EQ’s, any member of the Bidco Group’s or any member of the EQ Group’s operations and potential synergies resulting from the
Acquisition; and (iii) the effects of global economic conditions and government regulation on Bidco’s, EQ’s, any member of the Bidco Group’s or any member of the EQ Group’s business. These forward-looking
statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such
forward-looking statements.
Such forward looking statements are not guarantees of future performance. By their nature, because they relate to events and depend on circumstances that will occur in the future, these forward-looking
statements involve known and unknown risks, uncertainties that could significantly affect expected results and are based on certain key assumptions and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements.
These factors include, but are not limited to, the satisfaction of the conditions to the Acquisition, as well as additional factors, such as changes in political and economic conditions, changes in the level of capital
investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in
customers’ strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations of interest and/or exchange rates and the outcome of any litigation.
These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. You are cautioned not to place any reliance on such forward-looking
statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Siris, Bidco or EQ or any person acting on their behalf are expressly qualified in
their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from
those described in this press release.
None of Siris, Bidco, EQ, or any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this press release will actually occur.
Siris, Bidco and EQ assume no obligation to update publicly or revise forward-looking or other statements contained in this press release, whether as a result of new information, future events or otherwise, except to the extent legally required.
No profit forecasts, estimates or quantified benefits statements
No statement in this press release is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this press release should be interpreted to mean that
earnings or earnings per ordinary share for EQ for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for EQ.
Rounding
Certain figures included in this press release have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as
totals in certain tables may not be an arithmetic aggregation of the figures that precede them.