Good morning Eurohubsters, Craig McGlashan here with the Dealflow.
The day starts with the latest twist in the tussle between Triton Partners and Bain Capital to take Finnish construction firm Caverion private. This time it’s some good news for Triton.
We also touch on Mayfair’s bid to take maternity wear firm Seraphine private, as well as a report that Ardian is interested in a listed Italian telecoms company.
Deals-wise we have the IRR on Inflexion’s exit from The Goat Agency, and deals by Cinven in the concrete admixture industry and EQT Growth in a sustainability software platform.
Louise Kingston, a director at Baird Capital, becomes the latest name in our series of interviews with women in private equity, and we round things off with a couple of legal hires.
Turnaround
The board of Finnish construction firm Caverion said this morning that it expects to withdraw its recommendation for a take-private offer by Bain Capital and switch its support to a rival offer from Triton Partners, unless Bain comes up with an offer that is “at least equally favourable” to shareholders by 4 April 2023. A source close to the Bain offer told PE Hub Europe that the consortium was “considering its options” in light of the latest developments.
The Caverion announcement came after Triton earlier this morning said that it would lower its acceptance condition from 90 percent of the outstanding shares to two-thirds, something the board had been seeking clarity on. The lower threshold meant that a group of shareholders in the Bain consortium, which own around 26.7 percent of Caverion’s shares, would not be able to block the Triton offer, the board said.
Triton’s most recent offer was for €8.95 a share, while Bain’s latest bid was for €8 per share now or €8.50 in nine months after the completion of the deal. Bain had also lowered its threshold to 50 percent.
Bain had argued however that while it had received all necessary regulatory approvals, Triton’s ownership of Swedish construction firm Assemblin meant its bid could get snarled up in competition controls. The board also noted this in its latest release, saying that “the merger clearance process is expected to be lengthy with a reasonably high likelihood that the merger control authorities may require structural remedies”.
However, it added: “Now, with the most recent improvement by Triton of the Triton Offer by lowering its acceptance condition, the risk of the Triton Offer not completing has decreased.”
The Caverion board said that it was switching its recommendation because of the higher offer price, which it believed was also higher on a time-value-of-money basis. While it acknowledged that the Bain offer had a higher certainty of completing, it said that was offset by Triton having acquired 9.9 percent of Caverion’s outstanding shares and having entered conditional purchase agreements to buy a further 20 percent.
In summary, it said: “In comparing the two offers as a whole (including the offer price and risks relating to each offer), the Board considers the Triton Offer Price to be sufficiently higher compared to the Bain Consortium Offer Price to outweigh the higher risks included in the Triton Offer and, therefore, the Triton Offer to be more attractive to shareholders than the Bain Consortium Offer.”
We’ve been following this tussle in depth at PE Hub Europe and my sense is that there will be more twists and turns ahead. Watch this space.
Closing
Sticking with take-privates, Mayfair Equity Partners today announced that it now holds, or has received acceptance for, about 88.24 percent of the outstanding shares in London-headquartered maternity wear company Seraphine. That puts the private equity company just shy of the 90 percent threshold that will allow it to compulsorily buy the rest of the shares. Its offer will close on 6 April, the same day it expects the firm to be delisted.
You can read the story so far on that deal here.
Meanwhile, Reuters is reporting that French private equity firm Ardian is in the early stages of a take-private bid for INWIT, an Italian telecommunications tower operator.
IRR update
Yesterday we wrote about mid-market private equity firm Inflexion exiting The Goat Agency. We’ve updated that story to include the IRR on the sale, which market sources tell us was 80 percent.
Concrete interest
Cinven has signed an agreement with Sika to acquire MBCC Admixtures, a global manufacturer of concrete admixtures, as well as other sustainable products for the construction industry.
MBCC Admixtures is headquartered in Mannheim, Germany. The business operates under the Master Builders brand.
Cinven’s acquisition of MBCC Admixtures builds on its expertise in the admixtures market through its investment in Chryso, according to a release.
Transparency
EQT, via its EQT Growth fund, has invested €100 million in IntegrityNext, a sustainability software platform that aims to aid supply chain transparency and regulatory compliance.
IntegrityNext is headquartered in Munich, Germany.
IntegrityNext’s co-founders Martin Berr-Sorokin, CEO, Simon Jaehnig, CRO, and Nick Heine, COO, will continue to lead the company.
EQT Growth and IntegrityNext will further invest in the tech platform to support the acceleration of the product offering, according to a release.
Dominik Stein, partner in the EQT Growth Investment advisory team, will join IntegrityNext’s advisory board, the release added.
Optimal value
Next up we have the latest in our series of interviews with women in private equity. This time PE Hub Europe’s Irien Joseph spoke to Louise Kingston, a director at Baird Capital within the global portfolio operations team in London.
She feels there is a need to greatly broaden the pool of candidates for private equity positions, which will accelerate growth. She also emphasised Baird’s focus on creating the right conditions to strip out bias from decisions and ensure that everyone’s voice is heard. “We don’t focus on seniority but rather on trying to make sure we’re getting the absolute maximum optimal value from the team.”
Kingston added: “PE will become a much more attractive workplace for people to come into, whatever their background, and this should enable us to recruit from more diverse backgrounds too.”
Check out the full interview here, which also covers Kingston’s journey in private equity and also the sectors she expects to be interesting for investment in the months ahead.
Legal hires
Finally, we have a couple of appointments in the legal world to report. Dechert has hired Sam Kay as a partner within its financial services and investment management practice in London. The move is part of an effort by Dechert to expand its fund formation practice.
Kay has over 25 years of experience advising investment funds, according to a statement, and specialises in fund formation work as well as on GP-led transactions and secondaries. He joins from Travers Smith.
Meanwhile, Linklaters has expanded its corporate division by hiring John Guccione in London. The hire “further enhances” Linklaters’ private equity and financial sponsor platform, according to a release.
Guccione spent 10 years at OMERS Infrastructure before moving to Latham & Watkins. He advises financial sponsors on M&A and financing transactions in the infrastructure and energy sector.
Right, that’s all from me – Nina Lindholm will be with you tomorrow as usual.
Cheers,
Craig
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