お知らせ • Aug 02
Kohlberg Kravis Roberts & Co. L.P. cancelled the acquisition of Spectris plc (LSE:SXS).
Kohlberg Kravis Roberts & Co. L.P. made a preliminary and conditional proposal to acquire Spectris plc (LSE:SXS) for £3.9 billion on June 5, 2025. A cash consideration will be paid by Kohlberg Kravis Roberts & Co. L.P. KKR is required, by not later than 5.00 p.m. on 11 July 2025, either to announce a firm intention to make an offer for Spectris 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. Spectris' Board rejected the KKR Proposal. As on July 2, 2025, Kohlberg Kravis Roberts & Co. L.P. reached agreement to acquire Spectris plc (LSE:SXS) for £3.9 billion. A cash consideration valued at £40 per share will be paid by Kohlberg Kravis Roberts & Co. L.P. £40 per share consisting of £39.72 in cash from Bidco and an interim dividend of £0.28 to be paid by by Spectris in the ordinary course of its FY25 dividend calendar. The Cash Consideration payable by Bidco to Spectris Shareholders will be financed by a combination of equity to be drawn from funds, vehicles and/or accounts advised and/or managed by KKR, which includes a passive minority co-investment by certain investment entities managed or advised by Neuberger Berman and/or its affiliates; and debt to be provided under the Interim Facilities Agreement. The Spectris Directors intend to unanimously recommend that Spectris Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting. It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act, the approval of the Scheme by a majority in number of the Scheme Shareholders present and voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted by those Scheme Shareholders; and the passing of a special resolution implementing the Scheme by Spectris Shareholders representing at least 75 per cent. of votes cast at the General Meeting. The Acquisition is also subject to the other terms and Conditions set out in Appendix to this Announcement, including the receipt of certain antitrust approvals, including in the EU, the US and China and certain foreign investment approvals including in the UK. The Acquisition is expected to complete in or by Q1 2026, subject to the satisfaction (or, where applicable, waiver) of the Conditions.
Goldman Sachs, Rothschild & Co, Barclays and BofA acted as financial advisor to Spectris, J.P. Morgan Cazenove acted as Sole Financial Adviser to KKR and Bidco. Victoria MacDuff, Harry Hecht, Tina Zhuo, Jacopo Pelucchi, Chris Sharpe,Phil Linnard of Slaughter and May is acting as legal adviser to Spectris. Kirkland & Ellis International LLP and Étienne Renaudeau, Mick Tuesley, Kelly Karapetyan, Pauline Patat, Lina Kim, Jennifer Ho, Ryan Thomas,Meredith Jones and Mitchell Li of Simpson Thacher & Bartlett LLP (regulatory) are acting as legal advisers to KKR and Bidco.
Kohlberg Kravis Roberts & Co. L.P. cancelled the acquisition of Spectris plc (LSE:SXS) on August 1, 2025. The Spectris Directors plan to unanimously advise Spectris Shareholders to support the Scheme at the Court Meeting and approve the Resolutions at the General Meeting concerning the Enhanced Advent Offer. Given their decision to endorse the Enhanced Advent Offer, the Spectris Directors have collectively chosen to retract their endorsement of the KKR Offer and intend to postpone the Shareholder Meetings related to the KKR Offer, originally scheduled for August 27, 2025. Consequently, Spectris Shareholders are advised not to attend the Shareholder Meetings and to refrain from taking any further action regarding the KKR Offer at this time. Spectris Directors have decided unanimously to withdraw their recommendation of the KKR Offer and intend to adjourn the Shareholder Meetings. The Spectris Board has, together with its financial advisers, carefully considered the financial terms of the Increased Advent Offer and concluded that it represents superior value for Spectris Shareholders as compared to the KKR Offer. In particular, the Increased Advent Offer represents a 2.5 %. increase to the KKR Offer, meaning that Spectris Shareholders will receive an additional £1.00 per Spectris Share and, in aggregate across all Spectris Shareholders, an additional £101.5 million.