Divitias Bidco Ltd., an indirect unit of funds managed by Mayfair Equity Partners LLP and its affiliates, agreed to acquire Nasstar PLC for 12.88 pence in cash.
The deal values the entire share capital of Nasstar, a managed hosting and cloud computing services provider, at about £79.4 million.
The acquisition will be executed through a court-sanctioned scheme of arrangement, which is subject to approval by 75% of scheme shareholders in a court meeting and by 75% of Nasstar shareholders in a general meeting. Nasstar's directors intend to recommend that the shareholders vote in favor of the deal. The directors and nine other shareholders, which together own about 345.7 million shares, or a 60.1% stake, in Nasstar, said they will vote in favor of the transaction.
The deal is expected to close in late January 2020 once all conditions have been met.
Alternatively, Divitias Bidco may choose to acquire Nasstar through a takeover offer, subject to the consent of the U.K. Panel on Takeovers and Mergers. Such an offer would have substantially similar terms as those in the scheme of arrangement.
Divitias Bidco in May 2018 acquired Nasstar's industry peer, ICT services company GCI Managed Services Group Ltd., through a management buyout, according to a release.
Mayfair Equity and Divitias Bidco hired Investec Bank PLC as financial adviser and Smithfield as PR adviser on the deal. Oakley Advisory was Nasstar's lead financial adviser, with finnCap as financial adviser, nominated adviser and corporate broker.