European private equity firm Charterhouse Capital Partners LLP aims to take Tarsus Group PLC private in a deal that values the business-to-business media company at approximately £561 million.
Charterhouse, through Tiger Acquisitions UK Ltd., made an all-cash offer to acquire Tarsus for 425 pence per share.
Tarsus will pay a pre-close dividend of 7.7 pence per share to its shareholders for the year to Dec. 31, 2018, subject to approval by the company's shareholders at its June 19 annual general meeting.
The purchase price represents a premium of approximately 36.2% to Tarsus' closing price May 23, excluding the pre-close dividend.
Tarsus said its board unanimously recommends shareholders vote in favor of the scheme, which is set to close during the third quarter.
The bidder has secured irrevocable undertakings to accept the offer from AXA Investment Managers UK Ltd., Canaccord Genuity Fund Management Ltd., Chloe Buch, Clive Smith, Dominic Buch, Philip O'Donnell, Robert Goldman and Ronald Klatz, representing approximately 25.3% of Tarsus' share capital. It also received nonbinding letters of intent from Artemis Investment Management LLP and Invesco Asset Management Ltd., which hold approximately 8.3% of the company's capital.
The deal will be funded through a combination of indirect capital contributions from Charterhouse funds and an interim facilities agreement entered into by the bidder and guarantor Tiger Acquisitions Holding Ltd. with certain funds advised by the merchant banking division of Goldman Sachs Group Inc.
The deal, which is subject to regulatory and other necessary approvals, will require Tarsus to be delisted from the London Stock Exchange's main market, as well as from the FCA.
Charterhouse will support the company's growth strategy, which aims to expand its footprint in growth markets such as the U.S. and China; increase its business scale; launch new global events; and seek potential acquisitions in high-growth markets. The firm will not make significant changes to Tarsus' workforce and management, other than the expected resignation of its chairman and independent nonexecutive directors.
Moelis & Co. is lead financial adviser to Charterhouse and Bidco, while Goldman Sachs International is the financial adviser. Greenbrook Communications is Charterhouse's public relations adviser.
Deutsche Bank is the financial adviser and joint corporate broker to Tarsus. Peel Hunt LLP is joint corporate broker to the company, with IR Focus as its public relations adviser.
Allen & Overy LLP and Carey Olsen Jersey LLP are legal advisers to Charterhouse and Bidco. Macfarlanes LLP and Ogier are legal advisers to Tarsus.