The JTC PLC (LSE:JTC) board has accepted a £2.3 billion all-cash takeover offer from private equity firm Permira, after rejecting several early bids.
Under the terms of the deal, shareholders in the FTSE 250-listed provider of fund administration and corporate services will receive 1,340p per share.
This represents a 49% premium to the price before the first offer was made, and is 15% above the most recent rejected offer, which was pitched at 1,165p a share.
After rejecting four indicative proposals from Permira and three rival proposals from Warburg Pincus, the JTC board decided to engage with both parties.
JTC received increased proposals from Permira on 6 November and Warburg Pincus on 7 November, which were of an equivalent offer price per JTC share, followed by an increased proposal from Permira on Sunday, this latest bid at 1,340p.
The agreed deal with Permira implies an enterprise value of around £2.7 billion. When including debt, it values the business at approximately 26.2 times 2025 EBITDA earnings.
The JTC board said they carefully considered the value, deliverability and non-financial aspects of the increased Permira and Warburg Pincus proposals.
As such, it has chosen to recommend the Permira proposal, concluding that the terms recognise the value of the business and provide JTC shareholders with an immediate cash realisation.
JTC noted that Permira has a decade-long track record investing in fund administration, corporate and trust services, including stakes in Alter Domus, Tricor, Kroll, Carta and Clearwater Analytics.
Permira said it supports JTC’s existing management team and strategy, and intends to help the company scale its platform further, invest in technology and pursue strategic acquisitions.
The firm views private ownership as a means to enable JTC to make longer-term investment decisions without the constraints of public market scrutiny.
JTC’s board has recommended the deal, pointing to challenges raising equity capital in public markets, pressure to deliver short-term returns, and limits on leveraging for larger transactions.
It also said Permira’s backing would help accelerate investment in AI and other technology without negatively impacting short-term profitability.