Fleming Capital Securities, Inc. made an offer to acquire remaining 98.4% stake in G4S plc (LSE:GFS) from Harris Associates, Sachem Head Capital and others for £2.9 billion on August 31, 2020. Fleming Capital Securities will pay £1.9 for each share of G4S in cash. On September 30, 2020, Fleming Capital Securities made a hostile offer to the shareholders to acquire remaining 98.4% stake in G4S plc for £2.9 billion on the same terms. On December 2, 2020, bid price was increased to £2.35 for each share of G4S which increased the total consideration to £3.6 billion. Any dividend and/or other distribution and/or other return of capital is announced, declared, made, payable or paid in respect of the G4S Shares after September 14, 2020, Fleming Capital Securities reserves the right to reduce the cash consideration under the terms of the offer at such date by an amount up to the amount of such dividend and/or distribution and/or return of capital. The acquisition will be financed through a combination of new third-party debt provided by leading financial institutions and additional equity to be contributed by a group led by BC Partners. Funds advised by BC Partners will subscribe for indirect interests in Fleming Capital Securities on or around the date on which the offer becomes or is declared wholly unconditional. The remaining funding is to be provided under an interim facilities agreement. Fleming Capital Securities encourages G4S shareholders to “mandate their board’s engagement” after it failed to engage with the G4S Board regarding the current offer. Allied Universal Security Services LLC entered into an expression of interest to acquire the entire issued and to be issued share capital of G4S plc from Garda World Security Corporation, Harris Associates L.P., Sachem Head Capital Management and others on October 9, 2020. There can be no certainty that an offer will be made for G4S plc by Allied Universal, nor as to the terms on which any such offer might be made. Fleming Capital Securities intends to maintain a United Kingdom headquarters in London and keep all United Kingdom public sector contracts reporting into a UK-based management team led by a Chief Executive Officer who will be a member of the Enlarged Group’s senior executive team, establish in the United Kingdom the Enlarged Group’s headquarters of United Kingdom and European care and justice operations and all cash solutions operations outside of North America. In addition, Garda World intends to locate one of the Enlarged Group’s two Global Security Operation Centers for its existing Crisis24 service in the United Kingdom, whilst also making the United Kingdom the base for all insurance advisory services. GardaWorld intends to maintain operational staff at current levels unless and until existing contracts change. G4S’s current and past employees deserve the certainty of their pension. Post-closing, G4S’s management teams, head office management roles will be decentralized. If Fleming Capital Securities acquires more than 90% stake it intends to exercise its rights to acquire compulsorily the remaining G4S Shares on the same terms as the offer. Post-closing, G4S will make an application to cancel the listing of G4S Shares on the official list, to cancel trading in G4S shares on the London Stock Exchange’s main market for listed securities and to re-register G4S as a private limited company. The offer is subject to valid acceptance of 90% shares, government, statutory, regulatory, environmental or investigative body, court approvals, right of pre-emption, first refusal or similar right, EU Antitrust Clearance and US Antitrust Clearance and regulatory clearances. Board of Directors of Garda World and BC Partners’s Investment Committee unanimously approved the proposal. On September 12, 2020, the Board of Directors of G4S unanimously rejected the proposal, on the basis that it significantly undervalues G4S plc and its prospects. Shareholders of G4S plc are strongly advised to take absolutely no action. On September 30, 2020, the Board of Directors of G4S unanimously rejected the proposal, on the basis that it significantly undervalues G4S plc and its prospects. Shareholders of G4S plc are strongly advised to take absolutely no action. On October 6, 2020, GardaWorld stated that it was winning business from G4S because its target was badly run, something it claims to know from employing former staff and further criticism came about rising pension liabilities, and failure to reinstate the dividend despite the pandemic having a net positive impact on the security industry and believe the business needs a new owner, not a face-saving change of management or a shake-up of the board. G4S rejected by stating that its simply incorrect as the management had mismanaged the business or sold the cash handling too cheaply, adding that it was “insensitive and inappropriate to discuss Covid-19 as a net positive. G4S also stated that it was growing organically while the bidder was expanding through a “debt-fueled acquisition spree”. As of October 7, 2020, Board of G4S plc once again, unanimously rejected this offer as it continues to significantly undervalue the Company when assessed across several measures including historic performance, trading & transaction multiples and on fundamental and intrinsic value. On October 18, 2020, G4S has urged shareholders to block a hostile takeover by Fleming Capital Securities, recommending that shareholders 'reject the offer and take absolutely no action'. As of October 29, 2020, the board of directors of G4S plc unanimously recommends to G4S shareholders to reject the offer. As of November 11, 2020, GardaWorld has cleared competitive hurdles within US and Canada. As of November 25, 2020, Board of G4S pls has recommended to shareholders to reject the bid. As of December 2, 2020, GardaWorld has cleared competitive hurdles in the EU and the acceptance condition has been reduced from 90% to 50% plus one G4S share. GardaWorld has received all material antitrust approvals or clearances, including with respect to the United States, Canada and the European Union (as each previously announced) as well as with respect to South Africa, Costa Rica, Botswana, India, Nigeria and Morocco. As of November 8, 2020, offer is valid until November 28, 2020. As of January 6, 2021, the offer is being extended and will remain open for acceptance until January 27, 2021. As of January 27, 2021, the offer is being extended and will remain open for acceptance until February 10, 2021. Omar Faruqui, Chad Parker and Tom Macdonald of Barclays Bank PLC, Jonathan Rowley, Jonathan Retter and Sandip Dhillon of UBS AG, London Branch and UBS Securities LLC, Eamon Brabazon, Geoff Iles and Justin Anstee of Merrill Lynch International, Daniel Frommelt, Philip Noblet and James Thomlinson of Jefferies International Limited acted as financial advisors to Fleming Capital Securities. Ben Spiers, Ryerson Symons, Adam Sign, Sinead O'Shea, Adam Shapiro, Eli Isak, Kenneth Wallach, Brian Rosenzweig, Ryan Bekkerus, Nick Shaw, Jonathan Lindabury and Sara Razi of Simpson Thacher & Bartlett LLP acted as legal advisors for Fleming Capital Securities and BC Partners (parent of Garda World Security Corporation). Fleming Capital Securities, Inc. cancelled the acquisition of 98.4% stake in G4S plc (LSE:GFS) from Harris Associates, Sachem Head Capital and others on March 16, 2021. The transaction has been marked cancelled as, acceptance condition has not been satisfied and the cash offer has now lapsed and is no longer capable of acceptance. Any G4S Shareholders who have accepted the cash offer cease to be bound by their acceptances.