John Menzies has approved a proposal for takeover from Agility subsidiary National Aviation Services (NAS) Holding following its rejection of a previous offer.
The Board of Menzies (the “Board”) has announced that it has received a further revised proposal from NAS, a subsidiary of Agility, regarding a possible all-cash offer for Menzies of 608 pence per share (the “Final Proposal”).
The Final Proposal is conditional on, amongst other things, confirmatory due diligence and the recommendation of the Board of Menzies (such conditions being capable of waiver by NAS).
The Final Proposal follows earlier approaches from NAS to the Board regarding possible all-cash offers for Menzies at 460 pence, 510 pence, and 605 pence per Menzies share.
The Board has considered the Final Proposal and indicated to NAS that it would be willing unanimously to recommend an offer at the financial terms of the Final Proposal to Menzies shareholders subject to the satisfactory resolution of all the other terms of the offer, including the approach to the customary regulatory approvals required to complete any transaction.
Accordingly, the Board is in discussions with NAS in relation to these terms and will be providing NAS with access to management and due diligence information.
NAS has confirmed to the Board that the financial terms of the Final Proposal are final and will not be increased, except that NAS reserves the right to increase the amount of the offer price if there is an announcement on or after the date of this announcement of a firm offer for Menzies by a third party offeror.
There can be no certainty that any offer will be made. This statement is being made by Menzies with the consent of the NAS.
In accordance with Rule 2.6(a) of the Code, NAS is required, by not later than 5.00 p.m. on 9 March 2022, either to announce a firm intention to make an offer for Menzies in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.
This deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code. Menzies anticipates if requested by NAS, seeking an extension to this deadline.
Pursuant to Rule 2.5 of the Code, in its announcement of 10 February 2022 NAS reserved the right to amend the terms of any offer (including making the offer at a lower value):
(a) with the recommendation or consent of the Menzies Board;
(b) if Menzies announces, declares, or pays any dividend or any other distribution or return of value to shareholders after the date of this announcement, in which case NAS reserves the right to make an equivalent reduction to the terms of its proposal;
(c) following the announcement by Menzies of a whitewash transaction pursuant to the Code; or
(d) if a third party announces a firm intention to make an offer for Menzies at a lower price than referred to above.