KKR Global Infrastructure Investors IV fund managed by KKR & Co. Inc. (NYSE:KKR) have entered into an agreement to acquire ContourGlobal plc (LSE:GLO) from ContourGlobal LP, FIL Limited and others for £1.7 billion
KKR Global Infrastructure Investors IV fund managed by KKR & Co. Inc. (NYSE:KKR) have entered into an agreement to acquire ContourGlobal plc (LSE:GLO) from ContourGlobal LP, FIL Limited and others for £1.7 billion on May 17, 2022. Under the terms of the scheme of arrangement, each ContourGlobal Shareholder shall be entitled to receive £2.636 in cash. The enterprise value of transaction is approximately $6.14 billion (£5.01 billion). ContourGlobal Shareholders will be entitled to receive and retain the Q1 2022 Dividend of £0.04 per share. ContourGlobal Share as announced by ContourGlobal on May 13, 2022, which is due to be paid on June 10,2022 to those ContourGlobal Shareholders who appear on the register of members of the Company on May 27, 2022, and the Acquisition Price will thereafter be reduced by £0.04 per ContourGlobal Share.KKR intends to support the Company and its management team in achieving its goals, leveraging KKR's substantial global value creation resources to deliver best-in-class asset management.
All-cash acquisition ofContourGlobal by KKR, intended to be recommended unanimously by the ContourGlobal Board. The Acquisition will be put to ContourGlobal Shareholders at the Court Meeting and at the ContourGlobal General Meeting. The Court Meeting and the ContourGlobal General Meeting are required to enable ContourGlobal Shareholders to consider and, if thought fit, vote in favour of the Scheme and the resolutions to approve and implement the Scheme. In order to become Effective, the Scheme must be approved by a majority in number of the ContourGlobal Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the ContourGlobal Shares voted. KKR has received an irrevocable undertaking from Reservoir Capital to vote in favour of the Scheme at the Court Meeting and the Special Resolutions to be proposed at the ContourGlobal General Meeting in respect of 468,189,424 ContourGlobal Shares, representing approximately 71.36 per cent. of ContourGlobal's issued ordinary share capital on the Latest Practicable Date. Transaction is expected that the Scheme will become Effective in Q4 2022.
Gonzalo García, Nimesh Khiroya, Brian O'Keeffe and Marco Messeri of Goldman Sachs International and Julian Oakley and Mark Connell of Evercore acted as financial Advisor and fairness Opinion Advisor to ContourGlobal. Slaughter and May, led by Amanda Schreiber (General Counsel) and Paola Agrati (Deputy General Counsel), is acting as legal adviser to ContourGlobal in connection with the Acquisition. Simpson Thacher & Bartlett LLP is acting as legal adviser to KKR. Dwayne Lysaght, Matteo Malesani and Jonty Edwards of J.P. Morgan Cazenove acted as sole financial adviser to KKR.