공지 • Jul 24
TA Associates XV, L.P. fund managed by TA Associates Management, L.P. completed the acquisition of an unknown majority stake in FD Technologies plc (AIM:FDP).
TA Associates XV, L.P. fund managed by TA Associates Management, L.P. proposed to acquire an unknown majority stake in FD Technologies plc (AIM:FDP) on March 24, 2025. A cash consideration valued at £24.5 per share will be paid by TA Associates Management, L.P. As an alternative to the Cash Offer, eligible FD Technologies Shareholders may elect to receive 2,450 Rollover Shares per one share in respect of their entire holding of FD Technologies Shares. The Alternative Offer will be limited to 14.6 billion Rollover Shares in respect of a maximum of approximately 27% of FD Technologies Shares. As of this Announcement, Bidco has received irrevocable undertakings in respect of a total of 12,576,153 FD Technologies Shares representing approximately 56.9%. On May 8, 2025, parties reached an agreement.
The cash consideration payable to FD Technologies Shareholders under the terms of the Cash Offer will be financed by a combination of: (i) equity to be invested by entities forming part of TA Fund XV pursuant to the Equity Commitment Letter; and (ii) third party debt to be provided by Golub Capital LLC under the Debt Commitment Letter, consisting of certain term and revolving facilities, the proceeds of which may be used to pay the cash consideration payable to FD Technologies Shareholders.
The Possible Offer is at a level which, should a firm offer be made on the same financial terms, the Board of FD Technologies would be minded to recommend such a firm offer to FD Technologies shareholders, subject to the agreement of other customary terms and conditions. There can be no certainty that a firm offer will be made. A further announcement will be made if and when appropriate. TA Associates is required, by not later than June 4, 2025, to either announce a firm intention to make an offer for the Company. This deadline can be extended with the consent of the Panel on Takeovers and Mergers. The FD Technologies Directors consider the terms of the Cash Offer are in the best interests of FD Technologies Shareholders as a whole. Accordingly, the FD Technologies Directors intend to recommend unanimously that FD Technologies Shareholders vote or procure votes to approve the Scheme at the Court Meeting and to vote or procure votes in favour of the Resolutions at the General Meeting as the FD Technologies Directors who hold FD Technologies Shares at the date of this Announcement have irrevocably undertaken. It is intended that the Acquisition will be implemented by way of a court-sanctioned scheme. The deal is conditional on the receipt of regulatory clearances under the NSI Act. The terms of the Acquisition will be put to FD Technologies Shareholders at the Court Meeting and at the General Meeting. In order to become Effective, the Scheme must be approved by a majority in number of the Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75%. On June 6, 2025, FD Technologies is pleased to announce that it has today published a shareholder circular relating to the Scheme Document. The Antitrust approval has been obtained for the transaction. As of June 30, 2025, Shareholders of FD Technologies voted in favour of the Scheme at the Court Meeting and voted to pass the Special Resolution at the General Meeting to give effect to the Scheme. As of July 2, 2025, the Secretary of State has confirmed that no further action will be taken under the National Security and Investment Act 2021 in relation to the Acquisition. As a result, Condition 3(a) to the Acquisition (as set out in Part III of the Scheme Document) has now been satisfied.
The Acquisition is expected to become Effective in the third quarter of 2025.
Anton Black, Warner Mandel, and Mitul Manji of N.M. Rothschild & Sons Limited, James A. Kelly, Mose Adigun and Jonty Edwards of J.P. Morgan Securities plc and Carlton Nelson, Virginia Bull and James Smith of Investec Bank plc acted as financial advisors for FD Technologies plc. Jason Greenberg, Paul Bundred, Nandan Shinkre, Thomas Bective of Jefferies International Limited acted as financial advisor for TA Associates Management, L.P. Paul Dolman, Richard Butterwick, Hugh O’Sullivan, Jerome McCluskey, Christian McDermott, Sarah Gadd, Quentin Gwyer, Helen Lethaby, James Leslie of Latham and Watkins LLP and Arthur Cox acted as legal advisor for TA Associates Management, L.P. Matthew Hamilton-Foyn, Seth Jones, Mahesh Varia, David Weaver, Jonathan Cheng of Allen Overy Shearman Sterling LLP acted as legal advisor for FD Technologies plc. Gavin Gordon, William Buchanan, and Maurice Lefkort of Willkie Farr & Gallagher LLP advised Irenic Capital Management, FD Technologies plc largest shareholder.
TA Associates XV, L.P. fund managed by TA Associates Management, L.P. completed the acquisition of an unknown majority stake in FD Technologies plc (AIM:FDP) on July 23, 2025.