RE: Offer of 535 pence for each BOTB Share25 Jul 2023 16:32
20th Jun 2023 2:16 pm RNS Recommended Cash Offer for Best of the Best plc
"... The Independent BOTB Directors intend to unanimously recommend that BOTB Shareholders accept the Offer, as they and their connected parties have irrevocably undertaken to do in respect of their own BOTB Shares (totalling in aggregate 1,585,506 BOTB Shares, representing, approximately 18.95 per cent. of the share capital of BOTB in issue as at the Latest Practicable Date) and 79,352 BOTB Share Options expected to be exercised following this Announcement. ...
View of the Company's independent financial adviser with regard to the financial terms of the Offer
The Independent BOTB Directors accept the advice of finnCap who have advised as to the financial terms of the Offer. finnCap has on balance determined that, in their opinion, the financial terms of the Offer are not fair and reasonable. In providing this advice to the Independent BOTB Directors, finnCap has taken into account the commercial assessments of the BOTB Board.
finnCap has observed in this respect that the Offer Price represents (i) a discount to the volume-weighted average price of a BOTB Share over near-term time periods which it believes to be most typically reviewed (being thirty, sixty and ninety days) to assess the Offer price against; (ii) implies a lower range of multiples of revenue and earnings than that of companies and transactions identified as being broadly comparable to BOTB and the Offer (whilst recognising that there is a very limited pool of directly comparable and relevant companies and transactions); (iii) carries no conventional premium to the near term share price for obtaining control of a public company; and (iv) does not fully recognise the value that could potentially be generated should the Company's strategy (including the benefits of the GIL partnership) be successfully executed and delivered as currently anticipated.
finnCap note that the Offer represents a liquidity opportunity to all BOTB Shareholders to sell their BOTB Shares with a level of certainty that has not otherwise been widely or obviously available, and may not be possible on the same or better terms in the future (if at all).
finnCap remind BOTB Shareholders to carefully consider the views and recommendation of the Independent BOTB Directors set out in this paragraph 6, including other non-financial and longer-term factors and drivers that they have considered. ..."
https://www.lse.co.uk/rns/BOTB/recommended-cash-offer-for-best-of-the-best-plc-cmy941nvo3cfrw4.html
So the Independent BOTB Directors unanimously recommend that BOTB Shareholders accept the Offer, while at the same time accepting the advice of finnCap that, in their opinion, the financial terms of the Offer are not fair and reasonable.
In effect the directors are saying that shareholders should accept being ripped off, because the alternative would be worse.