Next Fifteen Communications Group PLC (AIM:NFC) and M&C Saatchi PLC (AIM:SAA) postponed talks over a £310mln proposed takeover - in the latest roadblock in discussions around the merger.
In June, M&C Saatchi’s directors said they no longer considered a takeover offer put forward by the digital marketing company to be “fair and reasonable” after its share price plunged..
Next Fifteen made an offer of 247.2p a share as part of a scheme of arrangement that would comprise 0.1637 Next Fifteen shares and 40p in cash.
The directors initially rejected the offer, saying it did not “reflect the value of the business and its future prospects” or “articulate an alternative strategy for the benefit of the company’s stakeholders”, and would lead to “ownership dilution”.
The Next Fifteen acquisition is conditional on a court hearing and an M&C Saatchi general meeting that was due to be held before 10 September. The companies have now agreed on a later deadline of 31 October.
M&C Saatchi must meanwhile wait 60 days for the latest takeover offer from one of its directors, Vin Murria, AdvancedAdvT, expires. This was expected to take place four business days before the court hearing to sanction the Next Fifteen offer.
Next Fifteen said these meetings and its own general meeting have been adjourned until regulatory conditions of the acquisition have been satisfied.
“Next 15 has agreed with M&C Saatchi to the adjournments of both the M&C Saatchi meetings and the general meeting of Next 15 until such time as the regulatory conditions to the acquisition have been satisfied, at which point these meetings will be reconvened,” the company said in a statement today.
“As set out in the scheme document, this is expected to occur in early Q4 2022.”
In January, M&C Saatchi’s board said that it was interested in “exploring a share exchange merger” with Murria’s vehicle. However, her 207.5p a share offer valued the business at just £254m.
Saatchi counts Uber, Google, Tiktok and Tinder among some of its latest clients, as well as pre-existing clients such as the UK government, PepsiCo (NASDAQ:PEP), Reckitt and Lexus.
Next Fifteen’s shares dropped by 1.08% at 8:08 this morning.