Annonce • Oct 24

+ 1 more update

BPEA Fund VIII Co-Investment L.P.1 a fund managed by EQT Private Capital Asia, Rosa Investments Pte. Ltd and Cpp Investment Board Private Holdings (4) Inc. completed the acquisition of Keywords Studios plc (AIM:KWS) from Franklin Templeton Institutional, LLC, Banque Pictet & Cie SA and other shareholders for £2.2 billion.

BPEA Fund VIII Co-Investment L.P.1 a fund managed by EQT Private Capital Asia, Rosa Investments Pte. Ltd and Cpp Investment Board Private Holdings (4) Inc. have reached agreement to acquire Keywords Studios plc (AIM:KWS) from Franklin Templeton Institutional, LLC, Banque Pictet & Cie SA and other shareholders for £2 billion on July 3, 2024. A cash consideration of £1.96 billion valued at £24.5 per share will be paid by BPEA Fund VIII Co-Investment L.P.1 and EQT Private Capital Asia. As part of consideration, £1.96 billion is paid towards common equity of Keywords Studios plc. Under the terms of the Acquisition, each Keywords Studios Shareholder shall be entitled to receive: for each Keywords Studios Share 2,450 pence in cash ("Acquisition Price"). The Acquisition values the entire issued and to be issued ordinary share capital of Keywords Studios at approximately £2.1 billion on a fully diluted basis, and implies an enterprise value of approximately £2.2 billion and a multiple of approximately 15.9 times Keywords Studios' adjusted EBITDA for the 12-month period ended 31 December 2023 of £139 million. As at the Effective Date, it is intended that Bidco will be owned in the following proportions: (i) EQT's BPEA Fund VIII will indirectly own 51.0 per cent. and (ii) each of CPPIB PHI4 and Rosa Investments will indirectly own 24.5 per cent. The Acquisition will be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act (although Bidco reserves the right to effect the Acquisition by way of an Offer, subject to the consent of the Panel and the terms of the Cooperation Agreement). The cash consideration payable to Keywords Studios Shareholders under the terms of the Acquisition will be financed by i. equity to be invested by investment vehicles managed by affiliates of EQT, CPP Investments, acting through its wholly-owned subsidiary CPPIB PHI4, and Rosa Investments and ii. debt to be provided under the Facilities Agreement. It is expected that on or following the Effective Date, certain of EQT's equity commitments will be provided by equity co-investors in investment vehicles managed by EQT (such co-investors would be passive and not be granted any governance or control rights over Bidco or any member of the Bidco Group or Keywords Studios Group). The Acquisition is conditional on, subject to the satisfaction or (where applicable) waiver of the Conditions, among other things, (i) the approval of a majority in number of the Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting (or any adjournment thereof), representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders; (ii) the resolution(s) necessary to approve and implement the Scheme as set out in the notice of the Keywords Studios General Meeting (including, without limitation, the special resolution(s) to be specified therein) being passed by the requisite majority or majorities of Keywords Studios Shareholders at the Keywords Studios General Meeting (or any adjournment thereof); (iii) following the Court Meeting and the Keywords Studios General Meeting and satisfaction and/or waiver (where applicable) of the other Conditions, the Scheme is sanctioned by the Court (with or without modification but subject to any modification being on terms acceptable to Keywords Studios and Bidco); and (iv) following the sanction of the Scheme by the Court, the delivery of a copy of the Court Order to the Registrar of Companies. In addition, the transaction is also subject to Antitrust United Kingdom, the CMA, USA Hart Scott Rodino Antitrust Improvements Act of 1976 relating to the Acquisition having expired, lapsed or been terminated; Ireland Irish Competition Act 2002 (as amended), the Irish Competition and Consumer Protection Commission having applicable waiting periods under Part 3 of the Irish Competition Act 2002 (as amended) having expired or having been terminated; Finland the Finnish Competition and Consumer Authority having approved the consummation of the Acquisition, Austria the Austrian Federal Competition Authority and the Austrian Federal Cartel Prosecutor having waived, Cyprus the Cyprus Commission for the Protection of Competition having approved the consummation of the Acquisition (whether conditionally or unconditionally) and/or the applicable waiting periods having expired or having been terminated; Denmark the Danish Competition Act, the Danish Competition and Consumer Authority or Danish Competition Council having approved the consummation of the Acquisition (whether conditionally or unconditionally) and/or the applicable waiting periods having expired or having been terminated; Turkey the Protection of Competition, the Turkish Competition Board having approved the consummation of the Acquisition (whether conditionally or unconditionally) and/or the applicable waiting periods having expired and other Third Party Clearances. The Keywords Studios Directors intend to unanimously recommend that Keywords Studios Shareholders vote in favour of the Scheme at the Court Meeting and that Keywords Studios Shareholders vote in favour of the resolutions to be proposed at the Keywords Studios General Meeting (or in the event the Acquisition is implemented by way of an Offer, to accept or procure acceptance of such Offer), as the Keywords Studios Directors who hold interests in Keywords Studios Shares have irrevocably undertaken to do in respect of their own legal and/or beneficial holdings which are under their control being, in aggregate, 51,019 Keywords Studios Shares (representing approximately 0.06 per cent. of Keywords Studios' issued ordinary share capital on the Latest Practicable Date). The Acquisition is currently expected to complete in the fourth quarter of 2024. General Meeting and Court Meeting will held on August 30, 2024. As of August 30, 2024, Keywords Studios Shareholders approved the deal. At the Court Meeting, a majority in number of Scheme Shareholders approved the deal. As on October 21, 2024, Keywords Studios and Bidco are pleased to announce that the High Court in England and Wales has today issued the Court Order sanctioning the Scheme. Dwayne Lysaght, Jonty Edwards and Edward Hatter of J.P. Morgan Cazenove acted as financial advisor to EQT. Tom Mercer and Tim Rennie from Ashurst advises J.P. Morgan Cazenove. Stuart Skinner, Alec Pratt, William Baunton and Alexander Kladov of Numis Securities Limited and Simon Robey and Daniel Zumbuehl of Robey Warshaw LLP acted as financial advisor to Keywords Studios Plc. DLA Piper UK LLP is acting as legal adviser to Keywords Studios in connection with the Acquisition. Ben Spiers, Lucy Gillett, Antonio Bavasso and Josh Buckland of Simpson Thacher & Bartlett LLP is acting as legal adviser to EQT and Bidco. Kirkland & Ellis is acting as finance counsel to EQT and Houting B.V. Freshfields Bruckhaus Deringer LLP is acting as legal adviser to CPP Investments. Allen Overy Shearman Sterling is acting as finance counsel to the Arranger (as defined in the Facilities Agreement), Andrew Owens, Bhavin Dixit and Wee Yang Tay of HSBC Bank plc acted as Financial Adviser to Bidco. Morgan Stanley Asia Limited acted as financial advisor to Houting UK Limited (EQT). BPEA Fund VIII Co-Investment L.P.1 a fund managed by EQT Private Capital Asia, Rosa Investments Pte. Ltd and Cpp Investment Board Private Holdings (4) Inc. completed the acquisition of Keywords Studios plc (AIM:KWS) from Franklin Templeton Institutional, LLC, Banque Pictet & Cie SA and other shareholders for £2.2 billion on October 23, 2024. Upon the Scheme becoming Effective, the resignations of the Keywords Studios Non-Executive Directors, Donald Robert, Marion Sears, Charlotta Ginman-Horrell, Georges Fornay and Richard Neil Thompson, took effect. Bertrand Bodson, Jonathan Hauck and Robert Kingston will remain on the Keywords Studios Board. The cancellation of trading of Keywords Studios Shares on AIM is expected to take place at 7.00 a.m. on 24 October 2024.

Annonce • Jul 05

BPEA Fund VIII Co-Investment L.P.1 a fund managed by EQT Private Capital Asia, Rosa Investments Pte. Ltd and Cpp Investment Board Private Holdings (4) Inc. have reached agreement to acquire Keywords Studios plc (AIM:KWS) from Franklin Templeton Institutional, LLC, Banque Pictet & Cie SA and other shareholders for £2 billion.

BPEA Fund VIII Co-Investment L.P.1 a fund managed by EQT Private Capital Asia, Rosa Investments Pte. Ltd and Cpp Investment Board Private Holdings (4) Inc. have reached agreement to acquire Keywords Studios plc (AIM:KWS) from Franklin Templeton Institutional, LLC, Banque Pictet & Cie SA and other shareholders for £2 billion on July 3, 2024. A cash consideration of £1.96 billion valued at £24.5 per share will be paid by BPEA Fund VIII Co-Investment L.P.1 and EQT Private Capital Asia. As part of consideration, £1.96 billion is paid towards common equity of Keywords Studios plc. Under the terms of the Acquisition, each Keywords Studios Shareholder shall be entitled to receive: for each Keywords Studios Share 2,450 pence in cash ("Acquisition Price"). The Acquisition values the entire issued and to be issued ordinary share capital of Keywords Studios at approximately £2.1 billion on a fully diluted basis, and implies an enterprise value of approximately £2.2 billion and a multiple of approximately 15.9 times Keywords Studios' adjusted EBITDA for the 12-month period ended 31 December 2023 of £139 million. As at the Effective Date, it is intended that Bidco will be owned in the following proportions: (i) EQT's BPEA Fund VIII will indirectly own 51.0 per cent. and (ii) each of CPPIB PHI4 and Rosa Investments will indirectly own 24.5 per cent. The Acquisition will be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act (although Bidco reserves the right to effect the Acquisition by way of an Offer, subject to the consent of the Panel and the terms of the Cooperation Agreement). The cash consideration payable to Keywords Studios Shareholders under the terms of the Acquisition will be financed by i. equity to be invested by investment vehicles managed by affiliates of EQT, CPP Investments, acting through its wholly-owned subsidiary CPPIB PHI4, and Rosa Investments and ii. debt to be provided under the Facilities Agreement. It is expected that on or following the Effective Date, certain of EQT's equity commitments will be provided by equity co-investors in investment vehicles managed by EQT (such co-investors would be passive and not be granted any governance or control rights over Bidco or any member of the Bidco Group or Keywords Studios Group).The Acquisition is conditional on, subject to the satisfaction or (where applicable) waiver of the Conditions, among other things, (i) the approval of a majority in number of the Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting (or any adjournment thereof), representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders; (ii) the resolution(s) necessary to approve and implement the Scheme as set out in the notice of the Keywords Studios General Meeting (including, without limitation, the special resolution(s) to be specified therein) being passed by the requisite majority or majorities of Keywords Studios Shareholders at the Keywords Studios General Meeting (or any adjournment thereof); (iii) following the Court Meeting and the Keywords Studios General Meeting and satisfaction and/or waiver (where applicable) of the other Conditions, the Scheme is sanctioned by the Court (with or without modification but subject to any modification being on terms acceptable to Keywords Studios and Bidco); and (iv) following the sanction of the Scheme by the Court, the delivery of a copy of the Court Order to the Registrar of Companies. In addition, the transaction is also subject to Antitrust United Kingdom, the CMA, USA Hart Scott Rodino Antitrust Improvements Act of 1976 relating to the Acquisition having expired, lapsed or been terminated; Ireland Irish Competition Act 2002 (as amended), the Irish Competition and Consumer Protection Commission having applicable waiting periods under Part 3 of the Irish Competition Act 2002 (as amended) having expired or having been terminated; Finland the Finnish Competition and Consumer Authority having approved the consummation of the Acquisition, Austria the Austrian Federal Competition Authority and the Austrian Federal Cartel Prosecutor having waived, Cyprus the Cyprus Commission for the Protection of Competition having approved the consummation of the Acquisition (whether conditionally or unconditionally) and/or the applicable waiting periods having expired or having been terminated; Denmark the Danish Competition Act, the Danish Competition and Consumer Authority or Danish Competition Council having approved the consummation of the Acquisition (whether conditionally or unconditionally) and/or the applicable waiting periods having expired or having been terminated; Turkey the Protection of Competition, the Turkish Competition Board having approved the consummation of the Acquisition (whether conditionally or unconditionally) and/or the applicable waiting periods having expired and other Third Party Clearances.The Keywords Studios Directors intend to unanimously recommend that Keywords Studios Shareholders vote in favour of the Scheme at the Court Meeting and that Keywords Studios Shareholders vote in favour of the resolutions to be proposed at the Keywords Studios General Meeting (or in the event the Acquisition is implemented by way of an Offer, to accept or procure acceptance of such Offer), as the Keywords Studios Directors who hold interests in Keywords Studios Shares have irrevocably undertaken to do in respect of their own legal and/or beneficial holdings which are under their control being, in aggregate, 51,019 Keywords Studios Shares (representing approximately 0.06 per cent. of Keywords Studios' issued ordinary share capital on the Latest Practicable Date). The Acquisition is currently expected to complete in the fourth quarter of 2024.Dwayne Lysaght, Jonty Edwards and Edward Hatter of J.P. Morgan Cazenove acted as financial advisor to EQT. Tom Mercer and Tim Rennie from Ashurst advises J.P. Morgan Cazenove. Stuart Skinner, Alec Pratt, William Baunton and Alexander Kladov of Numis Securities Limited and Simon Robey and Daniel Zumbuehl of Robey Warshaw LLP acted as financial advisor to Keywords Studios Plc. DLA Piper UK LLP is acting as legal adviser to Keywords Studios in connection with the Acquisition. Simpson Thacher & Bartlett LLP is acting as legal adviser to EQT and Bidco. Kirkland & Ellis is acting as finance counsel to EQT and Houting B.V. Freshfields Bruckhaus Deringer LLP is acting as legal adviser to CPP Investments. Allen Overy Shearman Sterling is acting as finance counsel to the Arranger (as defined in the Facilities Agreement).

Rendement total pour l'actionnaire	-0.4%
Rendement futur des dividendes	0.1%
Croissance des dividendes	6.3%
Prochaine date de paiement du dividende	n/a
Date ex-dividende	n/a
Dividende par action	n/a
Ratio de distribution	-6%

Segment	Rendement du dividende
Entreprise (KWS)	0.07%
25% du marché (GB)	2.2%
25% du marché (GB)	5.6%
Moyenne du secteur (IT)	2.5%
Analyste prévisionnel (KWS) (jusqu'à 3 ans)	0.1%

Données	Dernière mise à jour (heure UTC)
Analyse de l'entreprise	2024/10/23 02:25
Cours de l'action en fin de journée	2024/10/23 00:00
Les revenus	2024/06/30
Revenus annuels	2023/12/31

Paquet	Données	Cadre temporel	Exemple de source américaine ^*
Finances de l'entreprise	10 ans	Compte de résultat Tableau des flux de trésorerie Bilan	Formulaire 10-K de la SEC Formulaire 10-Q de la SEC
Estimations consensuelles des analystes	+3 ans	Prévisions financières Objectifs de prix des analystes	Rapports de recherche des analystes Blue Matrix
Prix du marché	30 ans	Cours des actions Dividendes, scissions et actions	Données de marché ICE Formulaire S-1 de la SEC
Propriété	10 ans	Actionnaires principaux Délits d'initiés	Formulaire 4 de la SEC Formulaire 13D de la SEC
Gestion	10 ans	L'équipe dirigeante Conseil d'administration	Formulaire 10-K de la SEC Formulaire SEC DEF 14A
Principaux développements	10 ans	Annonces de l'entreprise	Formulaire 8-K de la SEC

Analyste	Institution
Robert Chantry	Berenberg
Thomas Singlehurst	Citigroup Inc
Richard John Williamson	Edison Investment Research

This company listing is no longer active

Keywords Studios Dividendes et rachats

Dividende contrôle des critères 0/6

Informations clés

Mises à jour récentes sur les dividendes et les rachats

Keywords Studios plc Approves Final Dividend

Upcoming dividend of UK£0.018 per share

Final dividend of UK£0.018 announced

Keywords Studios plc Declares an Interim Dividend, Payable on 27 October 2023

Keywords Studios plc Approves Final Dividend

Upcoming dividend of UK£0.016 per share at 0.1% yield

Recent updates

Keywords Studios plc (AIM:KWS) agreed to acquire Certain Affinity, Inc.

Keywords Studios plc (AIM:KWS) acquired Wushu Studios Ltd from Alan McDermott and others.

Keywords Studios to Make an Application for the Cancellation of Trading of its Shares on AIM

Should You Think About Buying Keywords Studios plc (LON:KWS) Now?

Keywords Studios plc Approves Final Dividend

Why Investors Shouldn't Be Surprised By Keywords Studios plc's (LON:KWS) 90% Share Price Surge

Keywords Studios Responses to Press Speculation

Upcoming dividend of UK£0.018 per share

Full year 2023 earnings: EPS misses analyst expectations

Keywords Studios plc, Annual General Meeting, May 24, 2024

Investors Appear Satisfied With Keywords Studios plc's (LON:KWS) Prospects

Keywords Studios' (LON:KWS) Soft Earnings Don't Show The Whole Picture

Final dividend of UK£0.018 announced

Keywords Studios plc Provides Earnings Guidance for the Full Year 2024

Full year 2023 earnings: Revenues in line with analyst expectations

Is Keywords Studios plc (LON:KWS) Potentially Undervalued?

Keywords Studios plc Provides Earnings Guidance for the Year 2023 and 2024

Here's What To Make Of Keywords Studios' (LON:KWS) Decelerating Rates Of Return

Keywords Studios plc to Report Fiscal Year 2023 Results on Mar 13, 2024

Now 23% undervalued

Keywords Studios plc (LON:KWS) Not Flying Under The Radar

Keywords Studios plc (AIM:KWS) acquired The Multiplayer Group Ltd from Improbable Worlds Limited for £76.5 million.

Investor sentiment improves as stock rises 17%

Keywords Studios plc (AIM:KWS) acquired The Multiplayer Guys Ltd. from Improbable Worlds Limited for £76.5 million.

When Should You Buy Keywords Studios plc (LON:KWS)?

Returns On Capital At Keywords Studios (LON:KWS) Have Hit The Brakes

New minor risk - Share price stability

These 4 Measures Indicate That Keywords Studios (LON:KWS) Is Using Debt Safely

First half 2023 earnings released: EPS: €0.18 (vs €0.37 in 1H 2022)

Keywords Studios plc Declares an Interim Dividend, Payable on 27 October 2023

An Intrinsic Calculation For Keywords Studios plc (LON:KWS) Suggests It's 32% Undervalued

Is Keywords Studios plc (LON:KWS) Potentially Undervalued?

New minor risk - Share price stability

High number of new directors

Keywords Studios plc to Report First Half, 2023 Results on Sep 12, 2023

The Returns At Keywords Studios (LON:KWS) Aren't Growing

Jon Hauck to Join Keywords Studios plc as Group's Chief Operating Officer

Keywords Studios plc Appoints Robert Kingston as Chief Financial Officer, Effective 1 July 2023

Should You Be Adding Keywords Studios (LON:KWS) To Your Watchlist Today?

Keywords Studios plc Approves Final Dividend

Upcoming dividend of UK£0.016 per share at 0.1% yield

Keywords Studios plc Announces Chairman of the Board of Directors Changes

Does This Valuation Of Keywords Studios plc (LON:KWS) Imply Investors Are Overpaying?

Keywords Studios plc (AIM:KWS) acquired Hardsuit Labs, Inc. for $15 million.

Investor sentiment deteriorates as stock falls 15%

What Is Keywords Studios plc's (LON:KWS) Share Price Doing?

Consensus EPS estimates fall by 15%, revenue upgraded

Full year 2022 earnings: EPS misses analyst expectations

The Returns On Capital At Keywords Studios (LON:KWS) Don't Inspire Confidence

Consensus EPS estimates increase by 12%

Keywords Studios plc (AIM:KWS) acquired 47 Communications, LLC.

At UK£26.06, Is Keywords Studios plc (LON:KWS) Worth Looking At Closely?

Keywords Studios plc Appoints Donald (Don) Robert to Board as Independent Non-Executive Director and Chair Designate, Effective 1 February 2023

If EPS Growth Is Important To You, Keywords Studios (LON:KWS) Presents An Opportunity

Here's What's Concerning About Keywords Studios' (LON:KWS) Returns On Capital

Here's Why We Think Keywords Studios (LON:KWS) Might Deserve Your Attention Today

First half 2022 earnings released: EPS: €0.37 (vs €0.21 in 1H 2021)

What Does Keywords Studios plc's (LON:KWS) Share Price Indicate?

Keywords Studios plc's (LON:KWS) Intrinsic Value Is Potentially 19% Below Its Share Price

Keywords Studios (LON:KWS) Will Want To Turn Around Its Return Trends

Do Keywords Studios' (LON:KWS) Earnings Warrant Your Attention?

Should You Think About Buying Keywords Studios plc (LON:KWS) Now?

Stabilité et croissance des paiements

Rendement des dividendes par rapport au marché

Bénéfice distribué aux actionnaires

Paiement en espèces aux actionnaires

Découvrir des entreprises qui versent des dividendes élevés

Analyse de l'entreprise et données financières