TI Fluid Systems Share Chat (TIFS)

Voting on the takeover is set for Feb 5th. Mystified at the 3% discount when there's only a month to go.

No - fair enough comment and I may do the same as 3% uplift is'nt much. As regards MBerry - well you'll find that she never gets it wrong, sells at the top and buys at the bottom . Her/his/its strategy is nothing special - the mantra of trim to win, add rinse and repeat is quite meaningless. If a stock goes up she sells a portion of what she bought and awaits a downturn to buy back - wow! There's an idea - wish I'd thought of it. When challenged by me ( in Wood Group) about his/her endless success at not making a loss he/she explained that even when she has completly sold out of a stock at a profit - the next time she buys into the same one she counts the previous profit as still standing and being a buffer against losses that might be incurred on that purchase. Well OK if you want to do that, but in effect means you never have realised a given profit as profit or a loss as a loss - hence superhuman success....not.

Everyone:

Within an hour of my post at 09:34 on Friday 29 Nov'24 I sold my TIFS at 10:30 for a bit below 192.5. The risk of ABC's bid conditions not being satisified is very low, but as I expected and if I remember correctly as other people commenting here on London and South East and on ADVFN have said, the price will creep up slowly to just under 200p in the next few months as the date for completion of the takeover approaches. There's no point in holding on for an almost guaranteed uplift of about 3.5% to 4% from 192.5 if I think I can make more money by dealing in other stocks in the same period. Right now TIFS is about 193.2 to 193.4 so if I'd held until today I'd have been able to sell for about 1p more.

I said in my 29 Nov'24 comment that I'd keep TIFS until I needed the money for something but I didn't expect to hold for long as I was looking seriously at Direct Line ("DLG") for whom Aviva had made a cash-and-shares offer, and if I sat on my hands for long I'd miss the boat if Aviva raise their offer from what was then worth a bit under 250p per share to 265p. When I wrote that comment DLG were 226.5p. I continued watching them. About 45 minutes later, at about 10:25 am, DLG hit 230 without trickling back so at 10:30 am I sold TIFS. DLG's spread was something like 230.2 to 230.8. To buy 500 DLG, Interactive Investor was giving me a price at the top end of the spread but for a minute or so it wouldn't give a price for buying 10,000 DLG. At 10:46 am II's offer price on the spread was below 231, but all quotes to buy 10,000 were in excess of 231 and as much as 231.2. Eventually II gave a price to buy10,000 which was more than the offer price on the spread. At 10:46:37 I bought 10,500 for just under 231.45 each.

My hesitation between 9:35 and 10:30 led to me paying about 5p more per DLG share than the price at 9:30, i.e a total of about £525 more than I'd have paid an hour or so earlier. This week there have been opportunities to buy DLG for less than I paid, especially on Monday and/or Tuesday when at times the offer price was below 229. However, waiting until this week to buy carried the risk of missing out on a big price rise were Aviva to increase their offer last weekend before I bought. Most people expect an higher offer.

Right now, DLG is 237.0 to 237.2 up about 0.2p from yesterday's close, and Aviva is 487.6 to 487.8, up about 7.2p from yesterday's close. This week Aviva's share price has been recovering since it fall after the bid an

Gruyere, re: your 29 Nov'24 post

I see that MaryBr190 comments a lot on the London and South East chat boards for many of the stcoks in which I'm interested. (By interested, I mean stocks that I follow rather than the few in which either I am, or I have been, invested.) On the assumption that her reports on her investment and trading activities sare true she (I assume that MaryBr190 is a woman) does seem to get the timing of her dealings right.

You're listening to Mary Berry? Dear oh dear oh dear.

There was an announcement on the RNS at 07:00:05 that the takeover is going ahead at 200p per share, subject of course to the typical standard conditions. The proposal to proceed via a scheme of arrangement requires shareholders' meetings and an application for a court order so completion of the takeover and delisting of TIFS shares will take place in about three or four months. The share price is currently about 192.5p to reflect (i) the risk that the condtions won't be satisfied and (ii) the period from now until when shareholders who hold to the end get their £2 per share if the takeover goes ahead.

A huge flurry of transactions in the first 30 minutes of trading today gives the impression that lots of private investors have sold some or all of their holdings.

The share price is down from the open (and high for today) of 193.8p. I expect that it might continue to trickle down a bit during the course of today and maybe next week too.

Although I don't expect a rival bid from a third party, I intend to hold my TIFS until I need the money for something but I probably won't hold for long because I'm looking seriously at Direct Line for which Aviva have made an offer. If I sit on my hands for long I'll miss the boat if they raise their cash-and-shares offer from a value which is currently worth a bit under 250p per share to 265p per share in which case Direct Line could go up 10% to 15% from 226.5p right now.

According to a comment at 07:40 today on the Direct Line chat board on London and South East, Aviva might offer as much as 300p. this is the comment:

"MaryBr190

Posts: 10,029

Price: 224.40

Strong Buy

£3 mooted for a K.O. Today 07:40

Under ‘put up or shut up’ takeover rules, Aviva now has until 5pm on Christmas Day to announce a firm bid or walk away. Aviva said that after the rejection of its offer this week, Direct Line had ‘declined to engage further’ with it.

However, it emerged that Aviva chair George Culmer met Direct Line chair Danuta Gray to discuss the offer, appearing to suggest that the latter was open to a deal of some sort.

Yesterday, Direct Line’s management was in talks with shareholders. Some, including Redwheel and Schroders, are also major investors in Aviva.

One top-20 shareholder in the target company told the Financial Times that most investors would probably accept a bid at 300p. Analysts at investment bank KBW also suggested Aviva could make a 300p valuation."

Final paragraph of my post at 18:53 should have read:

"If ABC pull out, TIFS are likely to fall to about 160 which will not be good news for anybody, including me, who bought in the last few months at 160 or more."

In a moment I'll add this comment to the Volex chat board.

Frankiethecabbie - many thanks for your posting at 13:47 concerning the Bloomberg report.

Since the last Friday's announcement of latest extension of the put-up-or-shut-up deadline for only one week, I've been fairly confident of ABC making a formal offer at about 200p. Accordingly, whilst a lot of people seem to have been selling yesterday and today, I've held despite a profit on paper of 7.55p per share on my average purchase price of 181.649 per share on two batches which I bought on Wednesday 20th and Thursday 21st November.

I'd bought TIFS at 163.39 on 7th November and sold at 170.03 on 8th November. The plan was:

1. buy Volex, which I did, in expectation of making a nice profit after a few days when they announced good half-year results on Friday 15th November; and

2. take my Volex profit and buy straight back into TIFS in anticipation of ABC making a formal bid.

Volex's results were very good but their simultaneous announcement of a cash-and-shares bid for TT Electronics which had been rejected led inevitably to their shares dropping 10% on fears of increased debt, dilution of existing shareholders, and even more debt and dilution if they had to increase their offer to get their hands on TT Electronics.

I did sell Volex and, as stated above, last week I bought back into TIFS at an average of 181.649.

When I saw TIFS going up from about 12:30 pm on Thursday 14th November I was tempted to change my plan by selling all or 50% of my Volex holding and buying back TIFS even though it would mean missing out on some or all of any uplift from the Volex results announcement the following morning. However, I kept to the original the plan so as well as making a loss on Volex, I missed the TIFS spike from my selling price of 170.03 to over 180. Incidentally, on that Thursday TIFS was above 284 for some time.

I'm sure that people reading this will be scream out loud that nothing is a given or a "dead cert[ainty]" so there was always a risk that Volex wouldn't go up as I'd expected. However, Volex is still one to watch and might start to creep up again if they announce that they're dropping their TT Electronics proposal. However, a lot of people say that their executive chairman Nat Rothschild who holds 25.68% isn't one to give up and that he likes a fight.

In point 3 of the item which I posted on 26th November, I asked about the chances of another suitor coming in with a higher offer and of a bidding war for TIFs if ABC were to make a formal offer at 200p (or at any other price). If a formal offer is announced by tomorrow's 5 pm deadline, I'll probably continue to hold for a few days in case there's another suitor waiting in the wings.

If there's another extension of the put-up-or-shut-up deadline I'll almost certainly continue to hold.

If ABC pull out, TIFS are likely to fall to about 160 which will not be good news for anybody, including me, who bo

Bloomberg) -- ABC Technologies Holdings Inc. is nearing an agreement to buy British manufacturer TI Fluid Systems Plc for roughly £1 billion ($1.3 billion), according to people familiar with the offer.

ABC, which is backed by alternative investment firm Apollo Global Management Inc., and TI Fluid are likely to announce a recommended offer before a UK takeover deadline on Friday, said the people, who asked not to be identified because discussions are private.

Last month ABC increased its offer for TI Fluid to 200 pence per share, valuing the company at about £992 million, after previous proposals were rejected. TI Fluid at the time said that it confirmed to ABC that should a firm offer be made, it would be “minded to recommend it to shareholders.”

TI Fluid then extended the deadline for a firm offer to Nov. 22, before adding another week until Nov. 29 to give ABC time finalize talks, conduct due diligence and secure financing. Those issues have been addressed, paving the way for an agreed deal, the people said.

Shares of TI Fluid have gained 16% this year, giving the Oxford, England-based company a market value of about £888 million. Representatives for Apollo and TI Fluid declined to comment, while a spokesperson for ABC declined to comment.

TI Fluid makes thermal and fluid systems solutions for vehicles and has a presence in 27 countries, its website shows. Private equity firm Bain Capital is the largest shareholder and has been selling down its stake on the market, including at 135 pence a share in March.

Bain haven’t notified the market they have sold any holdings so we can assume they have been approached in the due diligence process and support the 2-00 takeover.

The first extension in October of the put-up-or-shut-up deadline was for more than 3 weeks to 5 pm on 8th November, the second one was one was for two weeks to 5 pm on 22nd November and the current one is for just 7 days to 5 pm this Friday, 29th November.

I'd be interested to read other people's comments on the following:

1. If by Friday pm ABC haven't quite completed their due diligence and/or haven't quite finalised their financial and other arrangements, would the Takeover Panel agree to another 7-day extension of the deadline?

2. If ABC pull out, the share price is likely to drop to about 160p. Are there any other potential suitors (private equity funds, UK companies or foreign companies) who might be interested in acquiring TIFS?

3. If ABC were to make a formal offer at 200p (or at any other price), what are the chances of another suitor coming in with a higher offer and of a bidding war?

Bain Capitol are the major stakeholders and hold the cards, we are the minnows.

We're all stakeholders aren't we? Unless you mean the major holders giving irrevocable consent to the deal.

As part of the due diligence, I imagine the major stake holders have been approached for their approval.

I quote from the RNS announcement at 7am today:

"On 21 November 2024, ABC Technologies submitted a letter to the Board of TI Fluid Systems confirming that it had substantially concluded its due diligence and reconfirming its possible offer price of 200 pence per share. In order to allow it to finalise financing and other arrangements, ABC Technologies has requested, and the Board of TI Fluid Systems and the Takeover Panel have consented to, a one-week extension of the PUSU Deadline."

My view is that a formal offer from ABC is 85% probable. The market agrees with me - as I type this the spread is 182.20 to 183.20, for a mid price up 2p on yesterday's close. The spread of 1p is a bit wide but wide spreads are not unusual during the first 30 minutes after the market opens, especially after an announcement.

I hope for the sake of everyone who has bought TIFI at less than 197p per share that ABC do not pull out. It seems from the chart here on London and South East that the last time TIFS was above 200p was on or about 29 March 2022.

I suffered big from the Wood walkaway and then the current debacle. Still its a case of no risk no reward and I went into this and have added until 10,000. A further delay would not be good, a walk away even less good, but the company is sound and the bid undervalues it in some opinions, so fingers crossed which is basically all one can do.

Or they kick the can down the road again and want more time for due diligence ?

In April 2023 Wood Group began to engage with Apollo Global Management after they made a fifth offer, but after doing due diligence they walked away in May 2023. On 14 October TIFS announced that ABC Technologies, who are controlled by Apollo Management IX L.P., had made a fifth cash offer proposal at 200p per share which the TIFS would be prepard to recommend ot shareholders if there were to be a formal offer. This 200p proposal is subject to various conditions including agreeing the transaction documents and completing satisfactory due diligence.

The current second extension to ABC's put-up-or-shut-up deadline expires 5 pm this Friday 22 Nov'24. One of the reasons for both extensions was to enable ABC to finalise their financing arrangements.

This is what could happen:

ABC make a formal offer by 5 pm this Friday at 200p per share, or at some other price.

ABC pull out after making five offers and conducting their due diligence, which is what Apollo did in relaton to Wood

Group .

Another extension to ABC's put-up-or-shut-up deadline.

What are the chances of a formal bid from ABC this week, or at any other time in the next few weeks?

Bain hold 28% and are the majority holders. They disposed a large stake at 1-35 earlier in the year. I imagine they will be happy with 2-00 .

Here’s a breakdown:

1. Current Market Valuation:

• TI Fluid’s stock was recently trading around 175 pence per share【5】【7】.

• ABC Technologies’ initial offer was 200 pence per share, reflecting a premium of about 14% over the recent trading price.

2. Historical Trends:

• TIFS’s stock has increased approximately 31% over the past year【7】, signaling strong investor confidence.

• Takeover premiums in the auto and manufacturing sector often range between 20-40% above the prevailing share price. Applying this range would suggest an offer of 210–245 pence per share.

3. Strategic Value:

• TI Fluid Systems’ leadership in thermal management and fluid handling systems adds significant strategic value, especially as the automotive industry shifts to electric vehicles. This could justify a premium closer to the higher end of the range.

4. Market Sentiment:

• A premium offer closer to 220–240 pence would likely secure shareholder support and demonstrate commitment, especially as TI Fluid has indicated its willingness to recommend an improved bid【6】【7】.

For ABC Technologies, a final offer within this range would balance strategic value while appealing to shareholders.

Https://www.businessradar.com/company/2eead-us-apollo-management-ix-lp/

I imagine if it was trading at the buyout price everyone would be selling. ABC seem very keen to get the offer over the table so likely the firm offer will come in the next few days .

Shouldn't this be nearer £2 based on the offer ? Seems like an easy 10% for whoever wants it

I want more but what a winner this has proven from sub £1 not long ago !

Bloomberg) -- ABC Technologies Holdings Inc. has increased its offer to buy UK automotive components supplier TI Fluid Systems Plc ahead of a looming takeover deadline, according to people familiar with the matter.

Offeree will only make a formal offer at a price based on lower differential interest rates that it can refinance TIFS debt load at.