Poltronesofà S.p.A. reached an agreement to acquire ScS Group plc (LSE:SCS) for £95 million on October 24, 2023. Under the terms of the Acquisition, ScS Shareholders will be entitled to receive: 280 pence for each ScS Share (the "Transaction Value"). The Transaction Value values ScS's entire issued and to be issued share capital at approximately £99,387,946 on a fully diluted basis. It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. As a part of acquisition, Poltronesofà does not intend that there will be any material headcount reductions as a result of the Acquisition. Poltronesofà intends to finance the cash consideration payable to ScS Shareholders pursuant to the Acquisition from existing cash on Poltronesofà's balance sheet. Post completion of the acquisition, it is expected that, on the Effective Date, each non-executive ScS Director will resign with immediate effect. Poltronesofà does not intend to make material changes to places of business, or headquarters of ScS or to redeploy the fixed assets of ScS.

The Acquisition is conditional on, among other things: (i) approval by a majority in number of the ScS Shareholders who are present and vote, either in person or by proxy, at the Court Meeting (and at any separate class meeting which may be required by the Court) and who represent not less than 75 per cent. in value of the ScS Shares (or the relevant class or classes thereof) voted by those ScS Shareholders; (ii) the sanction of the Scheme by the Court; and (iii) satisfaction (or, where applicable, waiver) of the Conditions including the receipt of relevant regulatory approval from the FCA in respect of the Acquisition and approval of not less than 75 per cent. of the votes cast, either in person or by proxy, of the resolutions required to approve and implement the Scheme at the ScS General Meeting., The transaction is subject to the satisfaction (or, where applicable, waiver) of the Conditions set out in Appendix I to this Announcement. The Acquisition allows ScS Shareholders to realise their full investment in ScS for cash in the near-term at an attractive valuation, which recognises the quality of ScS's underlying business, cash resources and prospects under its refreshed strategy. As of December 21, 2023, ScS Shareholders passed the Resolution to implement the Scheme, amend the ScS Articles in connection with the Scheme and authorise the ScS Directors to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect. The Acquisition is expected to become Effective in the first quarter of 2024. As of December 21, 2023, the Scheme is expected to become Effective in the first quarter of 2024/on January 30, 2024.

Patrick Castle, James Thomas, Iain Sexton and Ben Canning of Shore Capital acted as financial advisor to ScS in the transaction. Chris Emmerson and Giuseppe Pipitone of Goldman Sachs International, as financial adviser to Poltronesofà, is satisfied that sufficient resources are available to BidCo to enable it to satisfy in full the cash consideration payable to ScS Shareholders under the terms of the Acquisition. Andrea C. Spadacini of Skadden, Arps, Slate, Meagher & Flom (UK) LLP is acting as legal advisor to Poltronesofà in connection with the Acquisition. Ward Hadaway LLP is acting as legal adviser to ScS in connection with the Acquisition. James Thompson of Baker McKenzie acted as legal advisor to Goldman Sachs International which acted as financial advisor to Poltronesofà S.p.A.

Poltronesofà S.p.A. completed the acquisition of ScS Group plc (LSE:SCS) on January 30, 2024.