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UK Public M&A Update Q1 2023

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    Consistent with Q1 2022, 12 firm offers were announced in Q1 2023. However, the combined offer value of approximately £2.56bn represents a decrease from approximately £4bn for the same period in 2022.

    As expected, the first quarter of 2023 was relatively subdued and, although 12 firm offers were announced during this period, nine were in the sub-£250m category (and the vast majority of those nine had a sub-£100m deal value).  There was a single announced offer with a value of over £1bn, being Teddy Sagi's offer for Kape Technologies plc (a company in which he already held a 54.8% interest through his vehicle Unikmind Holdings). 

    As was anticipated in our annual review of 2022, investor confidence in the debt markets remained challenging through the first quarter of this year, evidenced by the fact that only four of the 12 bids announced in the quarter were funded with debt financing.  The prognosis for confidence returning to the debt markets was also not helped by the events involving Silicon Valley Bank in March.  However, the lack of availability of debt financing did not act as a significant deterrent for some private equity/privately-owned bidders as over half of the announced bids during this period were from bidders within that category.

    Looking ahead, Q2 has commenced with a small flurry of activity with a number of P2P firm offers being announced in April, as well as sponsors such as Blackstone, Apollo and EQT all being named as possible offerors for UK listed companies.

    The Ashurst UK Public M&A team remained active during the first quarter of the year, with roles that include advising:

    • Evercore on the recommended cash acquisition of Curtis Banks Group plc by Nucleus Financial Platforms
    • HSBC on the cash offer for Kape Technologies plc by Unikmind, a company controlled by Teddy Sagi

    A summary of the key features of each announced offer is set out in a table in the Appendix of this publication (which can be downloaded below).

    Announced Bids12
    Recommended on announcement10
    Schemes of arrangement 10
    Average of bid premia (%unweighted)30.7%
    Average of bid premia (%weighted) 85.1%

    Further details of these developments are set out in the New digest on page 3 of this publication (which can be downloaded below).

    Finally, we are delighted to welcome Jade Jack, who joined us as a Senior Adviser in our Public M&A team in February.  As many readers will know, Jade has extensive takeovers and mergers experience, including a secondment to the Takeover Panel.  Her arrival strengthens our public M&A capability and our position as a leading adviser on some of the most high-profile transactions in the market.


    Download: Ashurst UK Public M&A Review Q1 2023

    The information provided is not intended to be a comprehensive review of all developments in the law and practice, or to cover all aspects of those referred to.
    Readers should take legal advice before applying it to specific issues or transactions.

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