B&J Holdings Limited, Blackstone Infrastructure Partners, L.P., a fund managed by The Blackstone Group Inc. (NYSE:BX) made an offer to acquire a 58.75% stake in Applegreen plc (AIM:APGN) for approximately 420 million on December 22, 2020. Under the term, the buyers will acquire 70.89 million share and 5.12 million option at 5.75 per share. The transaction will be funded through the internal resources of B&J and Blackstone Infrastructure Partners. In addition, Goldman Sachs Lending Partners LLC has underwritten committed standby financing for 335 million to refinance Applegreen's existing debt and support its future growth, to the extent necessary, following completion of the acquisition. The committed debt financing does not form part of the financing for the acquisition. If the takeover deal fails, Applegreen has agreed to reimburse up to EUR 4.3 million (of third-party costs and expenses incurred by the bidders. Post completion, Robert Etchingham and Joseph Barrett will maintain their current management positions as chief executive officer and chief operating officer respectively. The transaction is subject to obtaining the necessary regulatory approvals be declared effective in March 2021, approval from high court on January 11, 2021, approval from the European Commission, the United States Hart Scott Rodino Antitrust Improvements Act of 1976 and the Competition and Markets Authority, approval of Applegreen's shareholder at the extraordinary general meeting. As on January 18, 2021, High Court of Ireland made an order directing that two scheme meetings of Applegreen Shareholders to consider and vote on the Scheme be convened. The shareholder meeting of Applegreen will held on February 17, 2021. The scheme document be dispatched to Applegreen shareholders on a date no later than February 5, 2021. The court hearing will take place on March 11, 2021. The parties expect the scheme document dispatch date to be a date before the end of January 2021. The transaction is expected to close on June 30, 2021. As on February 17, 2021, the B&J Class Shareholders, the Applegreen Shareholders (other than B&J Class Shareholders) and the Applegreen Shareholders approved the transaction. On February 23, 2021, The European Commission (EC) has unconditionally approved the transaction. As on March 9, 2021, the High Court of Ireland has sanctioned the scheme of arrangement. The Scheme and the Acquisition will become effective on registration by the Registrar of Companies of the Court Order. The transaction is expected to close on March 12, 2021. the Effective Date of the Scheme and closing of the transaction is expected to be March 10, 2021.
Brian O'Kelly, Finbarr Griffin, John Flynn, Richard Tunney and Joe Gill of Goodbody Corporate Finance acted as a financial advisor and Arthur Cox & Co. acted as a legal advisor to Applegreen. Owain Evans, Asad Ali and Jelena Djuric of Goldman Sachs International acted as a financial advisor and A&L Goodbody acted as a legal advisor to B&J Holdings Limited and Blackstone. Neil Ferguson, Richard Butterwick, John Guccione, Michael Haas and Quentin Gwyer of Latham & Watkins acted as a legal advisors to The Blackstone Group.
B&J Holdings Limited, Blackstone Infrastructure Partners, L.P., a fund managed by The Blackstone Group Inc. (NYSE:BX) completed the acquisition of Applegreen plc (AIM:APGN) on March 10, 2021. Cancellation of the admission of Applegreen plc shares to trading on Euronext Growth and AIM is expected to occur with effect from March 11, 2021. Following the scheme becoming effective, Applegreen confirms, with effect from the Effective Time, the resignation of Daniel Kitchen, Howard Millar, Brian Geraghty, Martin Southgate and Niall Dolan as directors of Applegreen plc and the appointment of Greg Stamas and Sebastian Sherman as directors of Applegreen plc in their place.
Malachy McEntyre, Stephane Auton, Patrick Castle and Daniel Bush of Shore Capital Group Limited (BER:SGR.BH) acted as nominated advisors to Applegreen plc.