Tillkännagivande • Apr 15

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ABC Technologies Inc. completed the acquisition of TI Fluid Systems plc (LSE:TIFS) from J O Hambro Capital Management Limited, Cobas Asset Management, SGIIC, SA, Bain Capital, LP Alexander De Bock, Hans Dieltjens, John Smith and others.

ABC Technologies Inc. made a proposal to acquire TI Fluid Systems plc (LSE:TIFS) from J O Hambro Capital Management Limited, Cobas Asset Management, SGIIC, SA, Bain Capital, LP Alexander De Bock, Hans Dieltjens, John Smith and others for approximately £990 million on August 22, 2024. ABC Technologies made a revised proposal at £1.76 per share. As on November 28, 2024, Parties have reached non-binding letter of intent. As on November 29, 2024, Parties are pleased to announce that they have reached agreement. As on August 22, 2024, ABC Technologies Inc. made a proposal to acquire TI Fluid Systems plc (LSE:TIFS) for £1.65 per share and was rejected by the Board of TI Fluid Systems. The Possible Offer is subject to customary pre-conditions, including the satisfactory completion of due diligence. The transaction is subject to introduce other forms of consideration and/or to vary the composition of the consideration, with the recommendation or consent of the Board of TI Fluid Systems, if a third party announces a firm intention to make an offer for TI Fluid Systems on less favourable terms than the Possible Offer, following the announcement by TI Fluid Systems of a "whitewash" proposal and to reduce its offer by the amount of any dividend that is announced, declared, made or paid by TI Fluid Systems after the date of this announcement and prior to completion. As of September 4, 2024, ABC Technologies Inc. cancelled the acquisition of TI Fluid Systems early last week. As the Board of TI Fluid considered the Proposal in detail with its advisers and unanimously concluded that it significantly undervalued TI Fluid Systems and its prospects, and accordingly the Proposal was rejected early last week. The Board strongly urges shareholders to take no action at this time. A further announcement will be made if and when appropriate. As of October 14, 2024, ABC Technologies subsequently submitted further all-cash proposals to acquire TI Fluid Systems at prices of £1.88 and £1.95 per share, both of which were rejected by the Board. Following limited access to management, on October 10, 2024, ABC Technologies submitted its fifth all-cash proposal to acquire TI Fluid Systems at a price of £2 per share, subject to the satisfaction or waiver of a number of pre-conditions, including completion of satisfactory due diligence and the agreement of definitive transaction documentation. The Acquisition values TI Fluid Systems’ entire issued, and to be issued, ordinary share capital at approximately £1,039 million on a fully diluted basis and implies an enterprise value of approximately £1,831 million. The Proposal represents a premium of approximately of 51.9% to the volume weighted average price of £1.317 for the 90-day period to 13 September 2024. In order to allow ABC Technologies to conclude due diligence, finalize financing and for the negotiation of definitive transaction documentation, ABC Technologies has requested, and the Board of TI Fluid Systems and the Panel on Takeovers and Mergers (the "Takeover Panel") have consented to, an extension of the "Put Up or Shut Up" deadline. ABC Technologies is now required, by not later than November 8, 2024, to either announce a firm intention to make an offer for TI Fluid Systems in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer. As of November 8, 2024, in order to allow ABC Technologies to finalize its remaining confirmatory due diligence and financing, and for the finalization of definitive transaction documentation, ABC Technologies has requested, and the Board of TI Fluid Systems and the Panel on Takeovers and Mergers have consented to, an extension of the PUSU Deadline. Consequently, ABC Technologies is now required, by not later than November 22, 2024, to either announce a firm intention to make an offer for TI Fluid Systems. There can be no certainty that a firm offer will ultimately be made for TI Fluid Systems by ABC Technologies. The Acquisition is currently expected to complete during the first half of 2025, subject to the satisfaction waiver of the Conditions. An expected timetable of key events relating to the Acquisition. The cash consideration payable to TI Fluid Systems Shareholders under the terms of the Acquisition will be financed by a combination of new equity financing to be provided by the Apollo Funds and Oaktree; and (b) a portion of the proceeds of third-party debt to be provided under an interim facilities agreement entered into between, inter alios, Bidco, ABC Group Intermediate Holdings Inc. As of December 17, 2024, TI Fluid Systems Board unanimously recommends that TI Fluid Shareholders vote or procure votes in favor of the Scheme. As of December 20, 2024, as a result, the total number of TI Fluid Shares which are subject to either irrevocable undertakings or non-binding letters of intent is 163,942,442, representing approximately 33.04% of the issued ordinary share capital of TI Fluid Systems. As of December 24, 2024, in addition to the Original Interim Lenders, (i) Goldman Sachs Bank USA, (ii) JPMorgan Chase Bank, N.A., (iii) Fifth Third Bank, National Association, (iv) ING Capital LLC, (v) Natixis, New York Branch, and (vi) National Bank of Canada agreed to become lenders under the Interim Facilities Agreement by way of an amended and restated interim facilities agreement dated December 24, 2024 and the Commitment Papers and the Engagement Papers were amended accordingly to cater for the participation of the New Interim Lenders. Upon the Scheme becoming Effective, share certificates in respect of the TI Fluid Systems Shares will cease to be valid and will make an application to the London Stock Exchange for the cancellation of trading of the TI Fluid Systems Shares on the Main Market. TI Fluid will pay a Financial and corporate broking advice fee of £22.2 million, Legal advice fee of £12 million, Public relations advice fee of £0.4 million and Other professional services fee of £2.5 million. Bidco will pay a Financing arrangements fee of £120 million - £160.0 million, Financial and corporate broking advice fee of £17.0 million, Legal advice fee of £23 million, Accounting advice fee of £8 million, Public relations advice fee of £1 million and Other professional services fee of £5 million. As of January 10, 2024, the Offeror received a non-binding letter of intent from J O Hambro Capital Management Limited dated 28 November 2024, and therefore, the total number of TI Fluid Systems Shares which are subject to the J O Hambro Letter of Intent has reduced to zero TI Fluid Systems Shares. As a result, the total number of TI Fluid Systems Shares which are subject to either irrevocable undertakings or non-binding letters of intent is 154,521,146, representing approximately 31.14%. of the issued ordinary share capital of TI Fluid Systems. As on January 24, 2025. the total number of TI Fluid Systems Shares which are subject to either irrevocable undertakings or non-binding letters of intent is 147,644,851, representing approximately 29.75% of the issued ordinary share capital of TI Fluid Systems as at close of business on January 23, 2025. As of March 4, 2025, the European Commission has approved, under the EU Merger Regulation, the acquisition of sole control of TI Fluid Systems plc of the UK by ABC Technologies Inc. of Canada. The Commission concluded that the notified transaction would not raise competition concerns, given the companies' limited combined market positions resulting from the proposed transaction. Richard Shaw, Keval Patel, Rory Anderson and Mohit Kohli of Lazard acted as financial advisors to ABC Technologies Inc. Nimesh Khiroya, Axel Hoefer, Tom Hartley and Ben Duell of Goldman Sachs International and Mike Bell, Marc Jones, Pete Mackie and Sam Cann of Peel Hunt LLP acted as advisors to TI Fluid Systems. Banco Santander acted as financial advisor for ABC. ABC Technologies Inc. completed the acquisition of TI Fluid Systems plc (LSE:TIFS) from J O Hambro Capital Management Limited, Cobas Asset Management, SGIIC, SA, Bain Capital, LP Alexander De Bock, Hans Dieltjens, John Smith and others on April 15, 2025. Dealings in TI Fluid Systems Shares were suspended with effect from 7.30 a.m. today, 15 April 2025. Applications have been made to the Financial Conduct Authority and the London Stock Exchange in relation to the cancellation of the listing of TI Fluid Systems Shares on the equity shares (commercial companies) category of the Official List and the cancellation of the admission to trading of TI Fluid Systems Shares on the main market of the London Stock Exchange, which are each expected to take place at 8.00 a.m. tomorrow, 16 April 2025. All of the non-executive directors of TI Fluid Systems have resigned from the TI Fluid Systems Board. In line with the post-Effective Date leadership changes announced on 19 February 2025,with effect from today's date Hans Dieltjens has also resigned from the TI Fluid Systems Boardandstepped down from his role as President and CEO of TI Fluid Systems.

Auto Components Tillväxt i branschen	17.28%
Intäkternas tillväxttakt	3.38%
Avkastning på eget kapital	4.81%
Nettomarginal	0.96%
Senaste uppdateringen av resultatet	31 Dec 2024

Datum	Intäkter	Intäkter	G+A Kostnader
31 Dec 24	3,360	32	232
30 Sep 24	3,414	61	243
30 Jun 24	3,468	90	255
31 Mar 24	3,492	87	262
31 Dec 23	3,516	84	269
30 Sep 23	3,497	-81	261
30 Jun 23	3,477	-246	254
31 Mar 23	3,373	-263	244
31 Dec 22	3,268	-279	234
30 Sep 22	3,131	-137	222
30 Jun 22	2,994	5	209
31 Mar 22	2,975	9	206
31 Dec 21	2,957	14	202
30 Sep 21	3,055	46	218
30 Jun 21	3,154	78	234
31 Mar 21	2,984	-88	233
31 Dec 20	2,815	-254	233
30 Sep 20	2,850	-246	223
30 Jun 20	2,886	-238	214
31 Mar 20	3,149	-48	228
31 Dec 19	3,411	142	241
30 Sep 19	3,412	131	255
30 Jun 19	3,414	121	269
31 Mar 19	3,443	130	270
31 Dec 18	3,473	138	271
30 Sep 18	3,477	115	274
30 Jun 18	3,481	93	278
31 Mar 18	3,486	90	282
31 Dec 17	3,491	87	287
30 Sep 17	3,492	80	292
30 Jun 17	3,493	73	297
31 Mar 17	3,421	57	298
31 Dec 16	3,349	42	298
31 Dec 15	1,678	-14	151

Uppgifter	Senast uppdaterad (UTC-tid)
Analys av företag	2025/04/15 10:52
Aktiekurs vid dagens slut	2025/04/14 00:00
Intäkter	2024/12/31
Årlig intjäning	2024/12/31

Paket	Uppgifter	Tidsram	Exempel US-källa
Företagets finansiella ställning	10 år	Resultaträkning Kassaflödesanalys Balansräkning	SEC Form 10-K SEC Form 10-Q
Analytikernas konsensusuppskattningar	+3 år	Prognos för finansiella poster Analytikernas prismål	Rapporter från analytiker Blue Matrix
Marknadspriser	30 år	Aktiekurser Utdelningar, splittar och åtgärder	ICE Marknadsdata SEC Form S-1
Ägarskap	10 år	Största aktieägare Insiderhandel	SEC Formulär 4 SEC Formulär 13D
Förvaltning	10 år	Ledningsgrupp Styrelse och verkställande direktörer	SEC Form 10-K SEC Form DEF 14A
Viktiga utvecklingstendenser	10 år	Företagsmeddelanden	SEC Formulär 8-K

Analytiker	Institution
Sanjay Bhagwani	Citigroup Inc
Stefan Burgstaller	Goldman Sachs
Michael Tyndall	HSBC

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TI Fluid Systems Tidigare resultatutveckling

Tidigare kriterier kontrolleras 1/6

Viktig information

Senaste uppdateringar av tidigare prestationer

First half 2024 earnings released: EPS: €0.079 (vs €0.064 in 1H 2023)

Full year 2023 earnings released: EPS: €0.16 (vs €0.54 loss in FY 2022)

First half 2023 earnings released: EPS: €0.064 (vs €0.001 in 1H 2022)

TI Fluid Systems plc to Report First Half, 2024 Results on Aug 08, 2024

Full year 2022 earnings released: €0.54 loss per share (vs €0.028 profit in FY 2021)

TI Fluid Systems plc to Report Fiscal Year 2022 Results on Mar 16, 2023

Recent updates

ABC Technologies Inc. completed the acquisition of TI Fluid Systems plc (LSE:TIFS) from J O Hambro Capital Management Limited, Cobas Asset Management, SGIIC, SA, Bain Capital, LP Alexander De Bock, Hans Dieltjens, John Smith and others.

TI Fluid Systems Announces Cancellation of Listing and Admission to Trading of its Shares by 16 April 2025

TI Fluid Systems plc Not Recommends Final Dividend for 2024

ABC Technologies Submits Its Fifth All-Cash Proposal to Acquire TI Fluid Systems

ABC Technologies Inc. cancelled the acquisition of TI Fluid Systems plc (LSE:TIFS).

TI Fluid Systems Announces Response to Possible Offer Announcement by ABC Technologies

Investor sentiment improves as stock rises 16%

First half dividend increased to €0.024

First half 2024 earnings released: EPS: €0.079 (vs €0.064 in 1H 2023)

New minor risk - Share price stability

TI Fluid Systems plc Approves Interim Dividend, Payable on 13 September 2024

Investor sentiment deteriorates as stock falls 15%

TI Fluid Systems plc Approves Final Cash Dividend for the Year Ending 31 December 2023, Payable on 21 June 2024

Upcoming dividend of €0.045 per share

TI Fluid Systems plc Provides Earnings Guidance for the Full Year 2024

Final dividend increased to €0.045

Investor sentiment deteriorates as stock falls 15%

TI Fluid Systems plc has filed a Follow-on Equity Offering.

TI Fluid Systems plc Recommends Final Dividend

Full year 2023 earnings released: EPS: €0.16 (vs €0.54 loss in FY 2022)

TI Fluid Systems plc Announces Step Down of Susan Levine as Non-Executive Director

TI Fluid Systems plc Provides Earnings Guidance for the Year 2023

High number of new directors

TI Fluid Systems plc (LSE:TIFS) agreed to acquire Cascade Engineering Europe Termelo, Kereskedelmi Es Szolgaltato Korlatolt Felelossegu Tars for $27.7 million.

TI Fluid Systems plc Declares Interim Dividend, Payable on 15 September 2023

TI Fluid Systems plc, Annual General Meeting, May 14, 2024

First half 2023 earnings released: EPS: €0.064 (vs €0.001 in 1H 2022)

TI Fluid Systems plc to Report First Half, 2024 Results on Aug 08, 2024

Now 22% undervalued

Now 20% undervalued

High number of new directors

TI Fluid Systems plc Approves Final Dividend for the Year Ended 31 December 2022, Payable on 23 June 2023

Now 25% undervalued

TI Fluid Systems plc Elects Trudy Schoolenberg to Its Board of Directors

Full year 2022 earnings released: €0.54 loss per share (vs €0.028 profit in FY 2021)

Now 24% undervalued after recent price drop

Ti Fluid Systems plc Provides Revenue Guidance for the Year Ended December 31, 2022

TI Fluid Systems plc to Report Fiscal Year 2022 Results on Mar 16, 2023

High number of new directors

TI Fluid Systems plc to Report Q2, 2023 Results on Aug 08, 2023

First half 2022 earnings released

Investor sentiment improved over the past week

Investor sentiment deteriorated over the past week

Upcoming dividend of €0.015 per share

High number of new directors

Investor sentiment deteriorated over the past week

Full year 2021 earnings: EPS in line with analyst expectations despite revenue beat

Investor sentiment deteriorated over the past week

High number of new directors

First half 2021 earnings released: EPS €0.02 (vs €0.62 loss in 1H 2020)

Independent Non-Executive Director has left the company

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