Pires Investments to be taken over by Tern in £14.9m deal
(PIRI ) was trading 13.46% higher this morning after the company revealed that it has agreed to be taken over by (TERN ) for £14.9 million in an all-share offer.
Based on Tern’s last closing price of 15.5p a share, the acquisition will value each Pires Share at 8.0p, a premium 53.8% to its Pires’ closing share price of 5.2p. Upon completion of the acquisition, shareholders will own around 21.51% of the enlarged issued share capital of Tern.
Today, Pires’ Directors, who have been so advised by Cairn as to the financial terms of the Acquisition, say they unanimously consider the terms of the deal to be fair and reasonable.
Accordingly, the Directors say they unanimously intend to recommend that shareholders vote in favour of the Scheme at the Court Meeting and the resolutions relating to the acquisition. The deal has the backing of RiverFort Global Opportunities PLC, which owns a 19.23% stake.
WhilePires considers that its organic growth has been rapid over the last couple of years, it says a combination with Tern enables both companies to quickly achieve greater scale.
The Directors believe this scale will enhance liquidity to the benefit of all Pires Shareholders, whilst also making the enlarged group more attractive to both retail and institutional investors.
It says the enlarged group will not only be better placed to benefit from a greater range of more flexible funding options but that the management of its investment portfolio can benefit from Tern’s larger operating team with greater resources and a more international network.
It added that most direct costs associated with the management of the Pires portfolio can be eliminated through the combination thereby reducing the cost ratio for the enlarged group.
Nicholas Lee, Non-Executive Director of Pires: “We are very excited about the combination with Tern as this will enable us to rapidly generate value and liquidity for our shareholders whilst, at the same time, allowing them to share in the upside that we expect to be created through a combination of the two companies and their respective investment portfolios.”
Tern told investors today that the combination of both companies by way of the acquisition has “compelling strategic and financial rationale”, providing the opportunity for the enlarged entity to establish a company of greater scale and potential interest to institutional investors.
The Company noted that investors would be provided with “increased diversity of exposure to specialist technology businesses at different stages of development” and that greater liquidity would also be provided to Pires Shareholders through their proposed holding of Tern Shares.
Commenting on the Acquisition, Al Sisto, Chief Executive Officer of Tern, said: “We are delighted to be announcing the proposed acquisition of Pires. Combining Tern and Pires will, I believe, deliver benefits to the shareholders of both companies. It will create a group with larger scale and a more diverse, but synergistic, network of exciting technology companies.”
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