Inspired PLC (AIM:INSE) directors have agreed to recommended terms for a takeover by US private equity firm HGGC for £183.6 million in cash.
Shareholders will receive 81p per share, which represents a premium of 18% over a previous unsolicited bid by Regent Group at 68.5p per share in April, which itself was a 12% premium to the closing share price before the announcement.
The acceptance condition is initially set at acquiring approximately 64.03% of Inspired’s voting shares, which is designed to protect HGGC's 'bidco' from dilution caused by dilutive securities, including warrants, options, and convertible loans which amount to about 43% of Inspired’s issued share capital.
The US firm has proposed to acquire these dilutive securities under Rule 15 of the UK takeover rules and has agreements in place, including irrevocable undertakings over 40% of the shares, including major shareholders such as Gresham House, and significant holdings of dilutive securities.