RTR: Global Infrastructure Partners to buy Signature Aviation for $4.63 billion

REUTERS reports:

Global Infrastructure Partners, the co-owner of London’s Gatwick Airport, said on Monday that it reached an agreement to buy London-based Signature Aviation for about $4.63 billion, trumping an approach from Blackstone Group.

Blackstone said last Friday it had won the support of Signature’s biggest shareholder Bill Gates for a possible $4.3 billion bid.

The official statement can be found here.

Summary:

– Further to the announcements by Signature on 17 and 21 December 2020 regarding proposals received by the Signature Directors, the Signature Directors and Bidco are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition pursuant to which Bidco shall acquire the entire issued and to be issued ordinary share capital of Signature.

– Under the terms of the Acquisition, Signature Shareholders shall be entitled to receive:

for each Signature Share, US$5.50 in cash (the “Cash Offer”).

– The Acquisition values the entire issued and to be issued ordinary share capital of Signature at approximately US$4,626 million and the GBP equivalent value of the Acquisition price based on the Announcement Exchange Rate, being 405 pence, represents a premium of approximately:

·          51 per cent. to the Closing Price per Signature Share of 268 pence on 16 December 2020 (being the last Business Day prior to the commencement of the Offer Period);

·         63 per cent. to the three-month volume weighted average price per Signature Share of 249 pence on 16 December 2020 (being the last Business Day prior to the commencement of the Offer Period);

·           63 per cent. to the six-month volume weighted average price per Signature Share of 249 pence on 16 December 2020 (being the last Business Day prior to the commencement of the Offer Period); and

·         an enterprise value multiple of approximately 15.7x Signature’s pre-IFRS 16 continuing group adjusted EBITDA for the year ended 31 December 2019.

– Bidco will procure that a facility will be made available under which Signature Shareholders will be able to elect (subject to the terms and conditions of the facility) to receive cash consideration in GBP (after deduction of any transaction or dealing costs associated with the conversion) at the applicable market exchange rate on the latest practicable date for fixing such rate prior to the relevant payment date. Further details of this facility and the election by Signature Shareholders wishing to receive their cash consideration in GBP will be set out in the Scheme Document and the Form of Election. On the basis of the Announcement Exchange Rate, the cash consideration implies an equivalent value of 405 pence per Signature Share. For any Signature Shareholder electing to be paid their cash consideration in GBP, the amount per Signature Share received may, depending on the prevailing exchange rate, result in a payment below or above 405 pence per Signature Share.

– If, on or after the date of this announcement and prior to the Scheme becoming Effective, any dividend, distribution or other return of value is declared, made or paid by Signature, the Cash Offer shall be reduced accordingly. In such circumstances, Signature Shareholders would be entitled to retain any such dividend, distribution or other return of value declared, made or paid.