MSQ Partners Limited agreed on the terms of a recommended cash offer to acquire 79.28% stake in Be Heard Group plc (AIM:BHRD) from Gresham House Asset Management Limited and other shareholders for £4.9 million on June 9, 2020. MSQ Partners entered into an agreement to acquire 79.28% stake in Be Heard Group from its shareholders on June 24, 2020. MSQ Partners will pay £0.005 per share as consideration. Certain managers and other shareholders of Be Heard provided irrevocable undertakings to sell their shares in favor of the transaction. The scheme shares excludes any Be Heard Shares registered in the name of or beneficially owned by the rollover managers who have agreed to exchange their Be Heard shares for shares to be ultimately issued by MSQ. The deal was backed by follow-on financing from the Manchester arm of leading mid-market private equity firm LDC. Upon the scheme becoming effective, Be Heard will dispose of the entire issued share capital of The Corner to Tom Ewart, Neil Simpson and Neil Hourston. Upon completion, Peter Reid, Chief Executive Officer of MSQ, will lead the combined group. Ben Rudman, Chief Operation Officer of Be Heard and Co-Founder of MMT Digital, will be appointed as MSQ Partners’ Board as an Executive Director alongside Kate Howe. Be Heard has a staff of around 240 in MMT Digital, Freemavens, Agenda21 and Uppingham combined that would transfer over to MSQ. The transaction will be funded through MSQ’s existing cash resources and an unsecured intercompany loan. The transaction be subject to the approval of the scheme at the Court meeting and the approval of the shareholders of Be Heard. The Independent Directors of Be Heard unanimously recommended the transaction. The Board of Be Heard has constituted a committee comprised of the Independent Directors for the purpose of evaluating and recommending the acquisition to Be Heard shareholders. The Independent Directors are David Morrison, Simon Pyper, David Wilkinson and David Poutney, who are Non-Executive Chairman, Chief Executive Officer, Senior Independent Non-Executive Director and Non-Executive Director of Be Heard respectively. The transaction is subject to approval from relevant authorities. The acquisition is conditional on gaining at least 75% in shareholder approval at the upcoming scheme meeting and court meeting, as well as being sanctioned by the High Court of Justice in England & Wales. On August 10, the shareholders of Be Heard approved the transaction. As on August 28, 2020, the court sanctioned the deal. The offer period commenced on June 9, 2020. The transaction will become effective on or around September 1, 2020. Richard Darlington and Dan Bate of Zeus Capital Limited acted as financial advisors and Addleshaw Goddard LLP acted as legal advisor for MSQ. James Lewis and Jo Turner of Cairn Financial Advisers LLP acted as financial advisors and Osborne Clarke LLP acted as legal advisor for Be Heard Group. Sam Pennington and Matthew Rowbotham of Lewis Silkin acted as legal advisors to the management of Be Heard in the transaction. Jim Easton and Ana Seoane Rivas of Plural Strategy Group acted as due diligence providers to MSQ Partners. Giles Chesher of Squire Patton Boggs acted as legal advisor to Zeus Capital Partners. Derek Neil of BDO LLP acted as accountant to MSQ Partners Limited.