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Arlington Capital Partners VII, L.P, fund managed by Arlington Management Employees, LLC reached an agreement to acquire Gooch & Housego PLC (AIM:GHH) from Gary Bullard, Charlie Peppiatt, Louise Evans, Jim Haynes, Susan Searle and others.
Arlington Capital Partners VII, L.P, fund managed by Arlington Management Employees, LLC proposed to acquire Gooch & Housego PLC (AIM:GHH) from Gary Bullard, Charlie Peppiatt, Louise Evans, Jim Haynes, Susan Searle and others on May 29, 2026. Arlington Capital Partners VII, L.P, fund managed by Arlington Management Employees, LLC reached an agreement to acquire Gooch & Housego PLC (AIM:GHH) from Gary Bullard, Charlie Peppiatt, Louise Evans, Jim Haynes, Susan Searle and others for approximately £340 million on July 16, 2026. The consideration is £12.3 in cash per G&H Share. The consideration values G&H's entire issued, and to be issued, ordinary share capital at approximately £345.6 million on a fully diluted basis. The Cash Consideration payable to G&H Shareholders under the terms of the Acquisition will be financed by equity to be invested by ACP. It is intended that the London Stock Exchange will be requested to cancel trading of G&H Shares on AIM shortly after the Effective Date. It is intended that G&H will be re-registered as a private limited company and for this to take effect as soon as practicable following the Effective Date. Bidco intends that G&H will continue to operate as a standalone business group.
As part of the acquisition, it is expected that each of the non-executive directors of G&H will resign as directors of G&H with effect from the Scheme becoming Effective and the committees of the G&H Board will be disbanded. Bidco has no plans to change the location or functions of G&H's headquarters in Ilminster. Accordingly, the G&H Directors intend to recommend unanimously that G&H Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions, as the G&H Directors who hold G&H Shares have irrevocably undertaken to do in respect of their own (and where, applicable, their close relatives') beneficial holdings totalling 119,582 G&H Shares (representing approximately 0.44% of the existing issued ordinary share capital of G&H as at July 15, 2026, being the Business Day prior to the date of this announcement). The undertakings will remain binding in the event that a higher competing offer for G&H is made.
The terms of the Acquisition will be put to G&H Shareholders at the Court Meeting and the General Meeting. The Court Meeting and the General Meeting are required to enable G&H Shareholders to consider and, if thought fit, vote in favour of the Scheme and the Resolutions to implement the Scheme. The Scheme must be approved by a majority in number of G&H Shareholders, present and voting at the Court Meeting, whether in person or by proxy, representing 75% or more in value of the Scheme Shares voted. The Conditions to the Acquisition are set out in full in Appendix 1 to this announcement along with certain other terms; the full terms and conditions will be provided in the Scheme Document. The Conditions include the receipt of regulatory approvals, including (i) clearance in the UK under the National Security and Investment Act 2021 and (ii) merger control clearance in the US pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, each as further described in this announcement. The Scheme is also subject to the approval of the Court and third-party clearances. The Acquisition is currently expected to complete during the fourth quarter of 2026, subject to the satisfaction or (where applicable) waiver of the Conditions. The Long Stop Date is January 16, 2027, or such later date.
N.M. Rothschild & Sons Limited acted as financial advisor and fairness opinion provider for Gooch & Housego PLC. Christopher Baird, Marc Potel, Carlton Nelson and Charles Craven of Investec Bank plc acted as financial advisor and fairness opinion provider for Gooch & Housego PLC. Saumitra Gorani, James Robinson, Stuart Jempson and Mayank Chaturvedi of J.P. Morgan Securities plc acted as financial advisor for Arlington Management Employees, LLC. Kirkland & Ellis International LLP acted as legal advisor for Gooch & Housego PLC. Burges Salmon LLP acted as legal advisor for Gooch & Housego PLC.