Regus plc (LSE:RGU) made an offer to acquire MWB Business Exchange Plc (AIM:MBE) from MWB Property Limited and other shareholders for £40 million on December 20, 2012. Regus plc offered £0.61576 for each MWB Business share. Regus would fund the deal with available cash resources and with a £200 million revolving credit facility agreement with Barclays Bank Plc, HSBC Bank Plc, Lloyds TSB Bank Plc, Bank of America N.A., Abbey National Treasury Services Plc and KBC Bank NV. Regus plans to delist MWB's shares from London's AIM upon completion of the deal.
MWB Property Limited provided irrevocable undertaking to accept the offer for its 75.22% shares. MWB Property Limited will pay a break fee of £0.5 million to Regus plc in case the offer is terminated under certain circumstances. On January 31, 2013, The Board of Directors of MWB Business Exchange rejected to acquisition offer citing the reason that the offer price undervalues the shares of MWB Business Exchange.
In the event, the Regus plc received valid acceptances for at least 90% shares in MWB Business Exchange, Regus will exercise its rights to acquire compulsorily the remaining shares in MWB Business Exchange. If the offer becomes unconditional in all respects on or prior to February 20, 2013, then the offer will remain open for acceptance until March 5, 2013. An independent committee comprising of Malcolm Alexander Murray, John Robert Spencer and Andrew Francis Blurton was formed.
As on February 14, 2013, Pyrrho Investment Limited launched a competing bid to acquire the remaining 83.3% stake in for MWB Business Exchange Plc for £54.1 million. Pyrrho Investment offered cash consideration of £1 for each MWB Business share not already owned.
Regus plc sweetened the offer to acquire MWB Business Exchange Plc from MWB Property Limited and other shareholders for £65.6 million on February 19, 2013. Regus plc increased the offer for each share of MWB Business Exchange to £1.01. Also, the offer period was extended for acceptances till March 8, 2013.
As of February 20, 2013, the offer became wholly unconditional in all respects. Regus received valid acceptances of the for 49.1 million BX shares representing, 75.6% of the existing issued share capital of Business Exchange. MAL intends to procure that Business Exchange applies to the London Stock Exchange for the cancellation of trading of MWB Business Exchange shares. As of February 25, 2013, independent Directors of MWB Business Exchange unanimously recommend that Business Exchange shareholders should accept the offer.
As on March 8, 2013, Marley Acquisitions received total acceptance for 53.2 million shares of MWB Business Exchange, corresponding to 81.94% stake in MWB Business Exchange. The offer period was extended till March 22, 2013. Dominique Robert De Lisle Yates, Celia Donne, Rudolf John Gabriel Lobo and Timothy Sean James Donovan Regan were appointed as Board of Directors in Regus plc.
Alex Midgen and Robert Waddingham of Rothschild acted as financial advisors to Regus plc. Simon Sporborg, Nick Cosgrove and Rosheeka Field of Brunswick Group LLP acted as public relations advisors to Regus plc. Anup Shah and James Lewis of Deloitte Corporate Finance acted as financial advisors to administrators of MWB Property Limited. Andy Ryde, Paul Mudie, Jonathan Cohen, Robyn Butler, Ed Fife, Ian Johnson, Sara Luder and Owen Williams of Slaughter and May acted as legal advisor to Regus plc. Simon Allison, Catherine Ball-Dodd, Krupa Chandarana, Richard Page, Miles Robinson and Mark Stefanini of Mayer Brown LLP acted as legal advisors to MWB Business Exchange. Nplus1 Singer Advisory LLP acted as financial advisor to MWB Business Exchange.
BDO LLP acted as accountant for MWB Business Exchange Ltd. Deloitte Corporate Finance acted as financial advisor for the administrators of MWB Property Limited. Karen Davies, Adrian Clark and Joe Swingland of Ashurst LLP acted as legal advisor for Rothschild. Slaughter and May received a fee of £1.84 million and Rothschild received a fee of £2 million in the transaction. BDO LLP received a fee if £0.09 million, Nplus1 Singer Advisory LLP received a fee of £0.55 million and Mayer Brown LLP received a fee of £0.35 million.
Regus plc (LSE:RGU) completed the acquisition of MWB Business Exchange Plc (AIM:MBE) from MWB Property Limited and other shareholders on March 22, 2013. As of March 22, 2013, Regus increased its shareholding in MWB Business exchange to 99.6%. Regus intends to exercise its rights pursuant to the provisions of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining shares in respect of which the increased offer has not been accepted, on the same terms as the increased offer. MWB Business Exchange was delisted on March 27, 2013.
Regus plc completed the acquisition of MWB Business Exchange Plc from MWB Property Limited, Pyrrho Investment Limited, AXA Framlington Investment Management Ltd. and its fund, AXA Framlington Monthly Income Fund, Kleinheinz Capital Partners, Inc., GLG Partners LP and its fund, Global Undervalued Securities Master Fund, LP and other shareholders.
Published on 03/22/2013 at 00:00
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