Good morning Eurohubsters, Craig McGlashan here with the Dealflow.
We have some new developments in the fight between Bain Capital and Triton Partners to take control of Finnish builder Caverion to tell you about this morning. Elsewhere, we speak to Crosslake about the firm’s acquisition of Intechnica, and report on deals from McWin and Mobeus Equity Partners.
Caverion battle. The duel between Bain Capital and Triton Partners for control of Finnish construction firm Caverion entered a new phase last night as Bain amended its offer for the company.
As first reported by PE Hub Europe, Bain was considering an amendment, particularly as Triton had bought nearly 10 percent of Caverion’s outstanding shares on 12 January – potentially blocking the Bain consortium’s takeover. Bain’s new offer lowers the minimum acceptance threshold from more than 90 percent to more than two-thirds of Caverion’s shares.
But Bain’s new offer also ups the price and brings in optionality. Bain’s original offer, made in November, was €7 per share. Triton then came in on 10 January with an €8 per share rival bid, which Bain said neglected to mention Triton’s ownership of what Bain said was a competitor – Sweden’s Assemblin. Bain argued that could leave Triton’s bid snarled up as regulators looked at potential antitrust issues.
Triton’s offer said that it “does not anticipate any material substantive issues to the completion of the tender offer”, which it expected to happen in the third or fourth quarter of 2023, with shareholders who tendered shares compensated by a sweetener of 3 percent per annum interest from the start of July 2023 onwards if the tender offer was not declared unconditional before then.
Bain appears to be trying to trump Triton regardless of whether or not the latter’s offer is held up. Bain said it had received unconditional merger control clearance from the European Commission on 11 January, unconditional foreign investment clearances in Austria and Denmark last week and “expects to obtain the only outstanding regulatory approval soon”.
Bain is now offering shareholders a choice – the same price as Triton but earlier than Triton can complete, or a better price in the future. It has offered an immediate cash offer of €8 per share – matching Triton’s offer – or a fixed cash payment of €8.50 per share in nine months from the completion of the tender offer.
Bain expects the alternative €8.50 per share offer to be available to shareholders in early February. The shareholders opting for the alternative offer will receive at closing of the tender offer a debt instrument for each share they tender, redeemable nine months after closing for €8.50.
The Caverion board said that after reviewing the amended Bain offer, looking at factors such as timing and regulatory approvals, as well as “possible structural remedies being required” for the Triton offer, that it would recommend the improved tender offer from Bain. It said it was fair financially and had greater deal certainty than the Triton offer.
A group of pension companies that together hold around 15.4 percent of Caverion’s shares renewed their irrevocable undertakings in the Bain offer. The undertakings can only be withdrawn if the tender offer does not complete or a third party offers at least €8.95 per share.
Adding the shares held by the Bain-led consortium to the irrevocable undertakings comes to around 43 percent of Caverion’s shares.
Triton said in a statement on Nasdaq Helsinki that it was evaluating the new Bain offer. It said it had nothing further to add at this point when approached by PE Hub Europe for comment.
New readers can check out the story so far here.
I’d love to get your thoughts not just on this tussle but also the wider picture of antitrust regulation and private equity. Send them over to me at craig.m@pei.group
Ying and yang. Last week we mentioned Falfurrias Capital-backed Crosslake Technologies buying rival Intechnica. The two firms offer advisory services for private equity companies and their portfolio firms.
I caught up with Neal Fiske, managing director, EMEA at Crosslake to find out more about the deal.
While Crosslake and Intechnica are similar in “what they do and how they do it” – namely buy- and sell-side due diligence – there was a “ying/yang” element, with one plugging gaps where the other lacked capabilities, according to Fiske.
One area that Fiske was particularly excited about bringing in was Intechnica’s Build offering, which “solves specifics, in many cases with bleeding edge technology”, said Fiske.
“Crosslake didn’t have this,” he added. “We provided guidance, next steps, troubleshooting, then worked with the portfolio company’s dev team or identified a third party partner. Now we can bring that capability.”
The deal came about because Crosslake was “facing a bit of a crossroads on how to grow” in EMEA, said Fiske. One option would have been to beef up sales and marketing, he said, but the firm was “really looking for some kind of step change” that it could implement quickly.
Intechnica fitted the bill, not least because it was a competitor. “In the middle ground where we sit, Intechnica was the one we bumped into most often,” said Fiske. Despite that, Fiske said that when looking at the client list for the firms, there wasn’t as much crossover as he expected.
Tasty deal. McWin has agreed to acquire a major stake in FR L’Osteria, a casual dining operator in Germany and Austria, valuing the company at around €400 million.
L’Osteria, established in 1999, operates 157 stores with more than 6,000 employees across the DACH region, UK, France, Luxembourg, the Netherlands and the Czech Republic. It is headquartered in Munich.
The transaction is expected to support the firm’s growth in Germany and in new and existing markets across Europe.
Human resources. Mobeus Equity Partners has provided a £10.2 million ($12.6 million; €11.6 million) combined debt and equity package to buy a minority stake in LACE Partners, a service consultancy, to support the strategic development and growth of the firm.
LACE Partners, headquartered in London, focuses on optimising and transforming the HR functions of large corporates and multinationals. The firm was established in 2014.
“Mobeus is eager to support these plans by leveraging our recent experiences of the wider consultancy sector, which delivered two successful exits last year,” said Mobeus investment director Freddie Bacon.
This marks the fourth investment of Mobeus in the first year of its UK-focused small-cap buyout fund, Mobeus V, along with its other investments in Gungho Marketing, GW Global Insights and The Translation People in 2022.
Full coverage of the deal here.
That’s it from me. I’ll be back with you again tomorrow.
Cheers,
Craig
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