Further to the announcement by Network on 13 April 2023, Network International Holdings (LON:NETW) has confirmed that it has received a non-binding proposal from CVC Advisers Limited and Francisco Partners Management, L.P. (together the “Consortium”), regarding a possible cash offer of 387 pence per Network share for the entire issued and to be issued share capital of Network. Any such offer would be made by a newly incorporated company to be jointly owned and financed by funds advised by the Consortium and/or their affiliates.
The Proposal follows a series of prior proposals to acquire Network, which were rejected. The Proposal is subject to the satisfaction or waiver by the Consortium of a number of pre-conditions, including the completion of satisfactory due diligence.
The Board of Network has carefully evaluated the Proposal with its financial advisers, with regard to the fundamental value of Network, the likely value to be created by the continued delivery of its strategy and the various risks faced by Network.
The Board of Network has concluded that the Proposal is at a value that the Board would be minded to recommend to Network shareholders, should a firm intention to make an offer pursuant to Rule 2.7 of the Code be announced on such financial terms, subject to the agreement of all other terms and conditions of an offer. As such, the Board has agreed to provide the Consortium with access to confirmatory due diligence.
There can be no certainty that an offer will be made.
In accordance with Rule 2.6(a) of the Code, the Consortium is required, by not later than 5.00 p.m. (London time) on 11 May 2023, to either announce a firm intention to make an offer for Network 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 may be extended with the consent of the Panel on Takeovers and Mergers (the “Panel”) in accordance with Rule 2.6(c) of the Code.
In accordance with Rule 2.5 of the Code, the Consortium reserves the right to vary the form and/or mix of the consideration described in this announcement. The Consortium also reserves the right to make an offer for Network on less favourable terms than those described in this announcement: (i) with the agreement or recommendation of the Board of Network; (ii) if a third party announces a firm intention to make an offer for Network which, at that date, is of a value less than the value of the Proposal; or (iii) following the announcement by Network of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the Code).
If Network announces, declares or pays any dividend or any other distribution or return of value to shareholders after the date of this announcement, the Consortium reserves the right to make an equivalent reduction to the value of the Proposal.
The Consortium reserves the right to waive any pre-conditions to announcing an intention to make a firm offer pursuant to Rule 2.7 of the Code.
This statement is being made by Network with the consent of the Consortium.
A further announcement will be made by Network International Holdings if and when appropriate.
