Next Fifteen Communications Group plc (AIM:NFC) signed an agreement to acquire M&C Saatchi plc (AIM:SAA) from AdvancedAdvT Limited (LSE:ADVT), Independent Directors and others for approximately £300 million on May 20, 2022. Under the terms, Next Fifteen will issue 0.1637 of New Next Fifteen Share for each M&C Saatchi Share and will pay £0.4 in cash, values M&C Saatchi at approximately £310.1 million on a fully diluted basis. The deal will be effected by means of a court sanctioned scheme of arrangement. Following completion of the Acquisition, M&C Saatchi Shareholders will own approximately 17.3% of the Enlarged Group on a fully diluted basis. M&C Saatchi into the Enlarged Group, led by an integration team comprised of key Next Fifteen and M&C Saatchi personnel.

The Enlarged Group would provide further opportunities for M&C Saatchi and Next Fifteen to continue to hire and retain the best talent. The M&C Saatchi Independent Directors are recommending the terms of the Acquisition and consider it superior to the terms of the AdvancedAdvT Limited Offer which they have unanimously rejected. Accordingly the M&C Saatchi Independent Directors urge M&C Saatchi Shareholders to take no action in respect of the ADV Offer. M&C Saatchi Independent Directors intend unanimously to recommend that M&C Saatchi Shareholders vote in favor of the Scheme at the M&C Saatchi Court Meeting and the resolutions relating to the Acquisition. The Next Fifteen Directors consider the Acquisition to be in the best interests of Next Fifteen and the Next Fifteen Shareholders as a whole and intend unanimously to recommend that Next Fifteen Shareholders vote in favor of the resolution. Therefore, the acquisition is subject to conditions, including the approval of the Scheme by the Scheme Shareholders, the sanction of the Scheme by the Court, the approval of Next Fifteen Shareholders, UK Competition and Markets Authority, merger control approval, regulatory approvals under the UK National Security and Investment Act 2021, Committee on Foreign Investment in the United States regime, the Australian foreign investment regulatory framework, applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the Financial Conduct Authority. As of October 31, 2022 Transaction was not approved by M&C Saatchi plc shareholders.
The Scheme is expected to become effective in the second half of 2022. The transaction is expected to be an earnings accretive. As of August 8, 2022, M&C Saatchi has agreed with Next Fifteen Communications Group plc to the adjournment of both of the M&C Saatchi Meetings, which were due to take place on August 19, 2022, until such time as the regulatory conditions to the Acquisition have been satisfied, at which point these meetings will be reconvened. As of October 21, 2022 Next Fifteen Communications Group plc posted a notice to reconvene the M&C Saatchi Meetings for October 31, 2022 in order for M&C Saatchi Shareholders to vote on the proposed acquisition.

As set out in the M&C Saatchi Scheme Document, this is expected to occur in early Q4 2022.

John Craven, Jonathan Coddington and Douglas Gilmour of Smith Square Partners LLP and Mark Lander and Hugo Rubinstein of Numis Securities Limited acted as financial advisors to Next Fifteen. Stuart Ord, Nick Westlake, Iqra Amin and Gary Barford of Numis Securities Limited and Neil Patel, Tim Medak, Mark Harrison, and Benjamin Cryer of Liberum Capital Limited acted as financial advisors and BDO LLP acted as accountant to M&C Saatchi. Ashurst LLP and CMS Cameron McKenna Nabarro Olswang LLP acted as legal advisors to Next Fifteen and M&C Saatchi, respectively. Link Group acted as registrar to Next Fifteen. Computershare Investor Services PLC acted as registrar to M&C Saatchi.

Next Fifteen Communications Group plc (AIM:NFC) cancelled the acquisition of M&C Saatchi plc (AIM : SAA) from AdvancedAdvT Limited (LSE:ADVT), Independent Directors and others on October 31, 2022.