Telit finally reaches agreement on DBay Advisors cash offer

After months of quarrels, Telit Communications confirmed on Tuesday that he had accepted a recommended cash offer of DBay Advisors.

The AIM-traded company said that under the acquisition each shareholder in the scheme would receive 220 pence in cash per share, valuing the entire share capital of Telit at £ 306.9million.

This represented a premium of 58.5% over the closing price of 138.8 pence on November 2, which was the last business day before the start of the previous offer period, and 6% over the price of close of 207.5 pence on March 17, which was the last activity. day before the start of the current offer period.

The acquisition was organized under Trieste Acquisition Holding, which is ultimately owned by funds managed by DBay Advisors and was incorporated for the acquisition.

An alternative offer was also offered, which would see Telit shareholders receive a matching loan note from Trieste, which would immediately be exchanged for a non-voting B share, giving shareholders continued economic exposure to Telit as part of the offer. private property.

The companies warned, however, that the shares would be unlimited and would not however be admitted to trading on any stock exchange and would therefore be illiquid.

“Telit has transformed in recent years and is now a company built on a solid financial, operational and governance foundation,” said Simon Duffy, independent non-executive chairman of Telit.

“While we believe that Telit is well positioned to capitalize on growth opportunities in its markets, the cash offer represents an opportunity for shareholders wishing to make their cash investment to do so at a significant premium over the historical price. of Telit’s share. ”

On December 1, Telit announced that business talks were taking place with DBay Advisors, with DBay confirming that it was considering a possible cash offer for Telit at 190 pence per share on December 4.

DBay then confirmed that he did not intend to bid on Telit on December 15, ending the initial offer period.

In January, Telit said it had entered into talks with Swiss semiconductor company U-Blox, which it terminated on January 7 as the board decided it would not be possible to reach a deal. .

U-Blox ended its offer period on January 18, announcing that it did not intend to make an offer for Telit.

Isle of Man registered DBay returned to the ring on March 18, confirming he was once again in talks with Telit over a possible offer.

“We are pleased to have reached an agreement with Telit’s board of directors and that the acquisition has received a unanimous recommendation,” said Julian Addison, Managing Director and Operating Partner of DBay Advisors.

“The cash offer represents an opportunity for Telit shareholders to make their cash investment at a significant premium over the historical Telit share price, and as an alternative to the cash offer, we offered to Telit shareholders the option to retain a stake in Telit to go ahead with the alternative offer. “

Addison said DBay believed Telit would benefit from a return to private ownership, without the hurdle of its current listing.

“We look forward to working with Telit management and employees to accelerate Telit’s current strategy and unleash Telit’s long-term value.

“Under the ownership of Bidco, Telit will benefit from the flexibility required to carry out its strategy, extensive access to follow-up capital and operational best practices developed by the DBay team over 20 years.”

At 1008 BST shares of Telit Communications rose 11.39% to 225p.


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