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Charles Taylor agrees to £261M Lovell Minnick takeover bid

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Charles Taylor agrees to £261M Lovell Minnick takeover bid

Charles Taylor PLC has agreed to a £261 million takeover bid from Jewel Bidco Ltd., which is backed by Lovell Minnick Partners LLC.

The offer was 315 pence per Charles Taylor share, a 34% premium on the stock's Sept. 18 closing price of 235 pence, and a 39.5% premium to the three-month volume-weighted average share price to Sept. 18.

Charles Taylor directors consider the terms of the offer to be "fair and reasonable," according to a statement. Charles Taylor had also received unsolicited offers from others over recent months, but said the Lovell Minnick offer was the "most attractive."

Charles Taylor Chairman Edward Creasy said the company's board "is confident in the quality and long term prospects of the Charles Taylor group, but believes that this offer recognizes these factors and represents a good opportunity for shareholders to realise value for their investment at an attractive premium."

Pantheon Group intends to provide a portion of the equity consideration for the transaction, having committed to provide up to the lesser of 39.9% of the equity funding and $118 million. The group intends to reduce its commitment as part of syndication to an amount equal to about 20% to 25% of the equity funding.

The takeover is expected to proceed by way of a court-sanctioned scheme of arrangement. Shareholders will receive a 2019 interim dividend of 3.65 pence per share Nov. 8, which was previously declared.

Rothschild & Co. is serving as financial adviser to Charles Taylor, while RBC Capital Markets is acting as financial adviser to Lovell Minnick and Jewel Bidco. Debevoise & Plimpton LLP is providing legal advice to Lovell Minnick and Jewel Bidco. Davis Polk & Wardwell London LLP is providing legal advice to Charles Taylor.

The transaction is subject to approval by shareholders representing at least 75% of the value of Charles Taylor shares, as well as court sanction of the scheme and on certain antitrust and regulatory clearances.

In a deal announced Sept. 11, Charles Taylor Managing Agency is being acquired by a subsidiary of Bermuda-based Premia Holdings Ltd. The sale also involves Charles Taylor Managing Agency's associated companies, including The Standard Syndicate Services Ltd. and The Standard Syndicate Services Asia Pte. Ltd., as well as the Lloyd's of London corporate names.