The directors of Tern plc (LON:TERN) and Pires have announced that they have reached agreement on the terms of a recommended all share offer by Tern for the issued and to be issued share capital of Pires, to be effected by means of a court-sanctioned scheme of arrangement between Pires and Pires Shareholders under Part 26 of the Companies Act.
Overview of the Acquisition
Under the terms of the Acquisition, holders of Pires Shares will be entitled to receive:
For each Pires Share held, 0.51613 New Tern Shares
Based on a closing price of 15.5 pence per Tern Share on 31 May 2022 (being the Last Practicable Date), the acquisition of Pires by Tern will value:
· each Pires Share at 8.0 pence, a premium of 53.8 per cent. to Pires’ closing share price of 5.2 pence on the Last Practicable Date and a 31.9 per cent. premium to the average closing share price of 6.1 pence per Pires Share for the six months ended 31 May 2022;
· the entire issued and to be issued share capital of Pires at approximately £14.9 million; and
· the Enlarged Group at a combined market capitalisation of approximately £69.5 million (assuming completion of the Acquisition).
Upon completion of the Acquisition, Pires Shareholders will own approximately 21.51 per cent. of the enlarged issued share capital of Tern (based on the existing ordinary issued share capital of Tern and the fully diluted share capital of Pires, in each case as at the date of this Announcement).
If any dividend or other distribution or return of value is proposed, declared, made, paid or becomes payable in respect of Pires Shares on or after the date of this Announcement and prior to the Acquisition becoming effective, Tern will have the right to reduce the value of the consideration payable for each Pires Share by up to the amount per Pires Share of such dividend, distribution or return of value.
Background to and reasons for the Acquisition
The Tern Board believes that combining the two businesses by way of the Acquisition has compelling strategic and financial rationale, providing the opportunity for the Enlarged Group to:
– establish a company of greater scale and potential interest to institutional investors;
– provide investors with increased diversity of exposure to specialist technology businesses at different stages of development;
– aid the development of the companies within each businesses’ portfolio given their synergistic nature;
– further enhance the existing Sure Valley Ventures relationship through the businesses’ combined investment;
– create a leadership position as the ‘go to’ investor in the IoT sector and other deep technology sectors that include Artificial Intelligence (AI), Machine Learning (ML) and Natural Language Processing (NLP);
– provide greater liquidity to Pires Shareholders through their proposed holding of Tern Shares;
– provide clear corporate synergistic benefits and cost savings, most notably Pires’ public company costs, benefiting from the efficiencies created by the Enlarged Group;
– provide Pires and its portfolio companies with a greater ability to expand outside of the UK, particularly given Tern’s North American presence, connections and history; and
– facilitate increased access to capital from a variety of sources as part of a larger group, in addition to the proceeds from potential exits of investments held by each business.
The Acquisition enables Pires Shareholders to participate fully in the potential value creation from the Acquisition and benefit from future shareholder returns.
The Tern Board believes that the terms of the Acquisition fairly reflect both Tern and Pires’ respective standalone businesses and their prospects as well as an appropriate sharing of the anticipated synergies resulting from the Acquisition. In addition, the Tern Board believes that there is considerable unlocked potential within the Pires investment portfolio (including unrealised value in the Sure Valley Ventures 1 investment portfolio) and that by using its hands-on approach and wide network of connections the Tern management team will quickly have an impact of releasing such potential. Furthermore, Pires will have ongoing representation on the Board of the Enlarged Group, with Nicholas Lee being proposed to join the Tern Board as a Non-Executive Director from the Effective Date.
Background to and reasons for Pires’ Board recommending the Acquisition
The Pires Board believes that there are a number of reasons why a combination with Tern is an attractive option for Pires and Pires Shareholders.
– Attractive price being offered: the Offer Value represents a significant premium to Pires’ share price at the Last Practicable Date and takes into account the growth prospects of the Pires investment portfolio;
– Share offer: by receiving shares in the Enlarged Group, Pires Shareholders are able to retain an interest in the upside potential from the combination of the investment portfolios and benefit from any synergies available;
– Scale: whilst Pires’ organic growth has been rapid over the last couple of years, a combination with Tern enables both companies to quickly achieve greater scale. The Pires Directors believe that this scale will enhance liquidity to the benefit of all Pires Shareholders, whilst also making the Enlarged Group more attractive to both retail and institutional investors;
– Funding: going forward the Enlarged Group will be better placed to benefit from a greater range of more flexible funding options;
– Complementary portfolio: Pires’ portfolio generally comprises smaller shareholdings in its investee companies and is more diverse, whereas Tern has a more concentrated portfolio with larger shareholdings thereby offering the potential to deliver greater absolute gains;
– Operating infrastructure and resources: the management of Pires’ investment portfolio can benefit from Tern’s larger operating team with greater resources and a more international network; and
– Cost reduction: the majority of the direct costs associated with the management of the Pires portfolio can be eliminated through the combination thereby reducing the cost ratio for the Enlarged Group.
Pires Directors’ Recommendation
The Pires Directors, who have been so advised by Cairn as to the financial terms of the Acquisition, unanimously consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Pires Directors, Cairn has taken into account the commercial assessments of the Pires Directors. Cairn is providing independent financial advice to the Pires Directors for the purposes of Rule 3 of the Code.
Accordingly, the Pires Directors unanimously intend to recommend that Pires Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Acquisition at the General Meeting (or in the event that the Acquisition is implemented by way of an Offer, to accept or procure acceptance of such Offer).
Irrevocable Undertakings
RiverFort Global Opportunities plc has irrevocably undertaken to, or to direct (and to use all reasonable endeavours to procure that) its nominees to, vote in favour of the Scheme at the Court Meeting (or in the event that the Acquisition is implemented by way of a takeover offer (as defined in Part 28 of the Companies Act) to accept or procure the acceptance of such Offer) in respect of their own beneficial holdings totalling 30,914,193 Pires Shares, representing in aggregate approximately 19.23 per cent. of Pires’ issued share capital as at the Last Practicable Date. The irrevocable undertaking also includes up to 4,814,200 Pires Warrants which may be exercised prior to the date of the Court Meeting. These irrevocable undertakings are binding save in the event of a higher offer of not less than a 10 per cent. premium to the value of the consideration under the Acquisition and is not matched or bettered by Tern (where such competing offer has been announced as a firm intention to make an offer in accordance with Rule 2.7 of the Code) or if the Scheme Document is not published within 28 days of the date of this Announcement or the Scheme lapses or is otherwise withdrawn.
Enlarged Group and Board
On the Effective Date it is intended that Nicholas Lee, currently a Non-Executive Director of Pires, will be appointed a Non-Executive Director of Tern and that John May and David Palumbo, currently the other Non-Executive Directors of Pires, will resign from the Pires Board.
Tern General Meeting and associated irrevocable undertakings
In order to allot the New Tern Shares, Tern will propose the Resolution at the Tern General Meeting, to be approved by the Tern Shareholders by way of an ordinary resolution. The completion of the Acquisition will, accordingly, be conditional on such authority being approved.
The Tern Directors consider the Acquisition to be in the best interests of Tern Shareholders as a whole and intend to recommend unanimously that Tern Shareholders vote in favour of the Resolution, as those Tern Directors who are interested in Tern Shares intend to do in respect of their own beneficial holdings (and the beneficial holdings which are under their control) of 21,100,898 Tern Shares, representing, in aggregate, approximately 5.99 per cent. of Tern’s issued ordinary share capital as at the Last Practicable Date.
Commenting on the Acquisition, Al Sisto, Chief Executive Officer of Tern plc, said:
“We are delighted to be announcing the proposed acquisition of Pires. Combining Tern and Pires will, I believe, deliver benefits to the shareholders of both companies. It will create a group with larger scale and a more diverse, but synergistic, network of exciting technology companies.
“At Tern we have sought, and continue to seek out, companies at crucial stages of their development, such as those in the Pires portfolio, bringing our wealth of market knowledge and business building expertise to the table during this critical time. Based on identifying a clear path to market, coupled with a clearly identified customer value programme, Tern acts as an active strategic advisor to guide our entrepreneurs through the minefield of bringing innovation to the market at speed and scale, successfully. The critical benefit Tern offers is the synergies within the core technologies of our companies to create a ‘network effect’ for collaboration. By combining with Pires we will expand this network of like-minded companies that can proactively share experiences, insights and information for the benefit of all stakeholders.”
Commenting on the Acquisition, Nicholas Lee, Non-Executive Director of Pires, said:
“We are very excited about the combination with Tern as this will enable us to rapidly generate value and liquidity for our shareholders whilst, at the same time, allowing them to share in the upside that we expect to be created through a combination of the two companies and their respective investment portfolios.”
