Inflexion Private Equity Partners LLP entered into a Scheme of Arrangement to acquire DWF Group plc (LSE:DWF) from group of shareholders for approximately £340 million on July 21, 2023. As per the terms of the transaction, the offer price per share is £1 which includes cash consideration of £0.97 pence per DWF Share and a special dividend of £0.3 pence per DWF Share. The Acquisition will be funded through a combination of equity investment into Bidco from the Inflexion Funds, and new debt financing to be provided under the Senior Debt Facilities made available to Bidco by ICG funds with ICG Alternative Investment Limited acting as mandated lead arranger. Transaction is subject to DWF shareholders approval, court approval, and regulatory approvals and other conditions. DWF Directors unanimously recommended that DWF Shareholders vote in favor of the Scheme at the Court Meetings and vote in favor at the General Meeting. As of September 12, 2023. the board of DWF is pleased to announce that the Employee Shareholder Court Meeting and the Other Shareholder Court Meeting to consider the Scheme and the General Meeting to consider the Resolution were each held today and all resolutions were approved by the requisite majorities. As of September 26, 2023, all of the conditions to the acquisition relating to anti-trust and regulatory approvals have been satisfied and the transaction remains subject to Court sanctioning the Scheme at the Sanction Hearing. The acquisition is currently expected to become effective around Q4, 2023. As of September 26, 2023, the scheme is expected to become effective on October 3, 2023. As of September 29, 2023, High Court of Justice in England and Wales had sanctioned the Scheme.

N.M. Rothschild & Sons Limited acted as a finanical advisor, Travers Smith LLP acted as a legal advisor to Inflexion Private Equity Partners. Stifel Nicolaus Europe Limited, and Fenchurch Advisory Partners LLP provided the fairness opinion and acted as financial advisors, Kate Francis of Dorsey & Whitney (Europe) LLP, and George Knighton of Skadden, Arps, Slate, Meagher & Flom (UK) LLP acted as legal advisors to DWF. Equiniti Limited acted as a registrar to DWF.

Inflexion Private Equity Partners LLP completed the acquisition of DWF Group plc (LSE:DWF) from group of shareholders on October 3, 2023.