LONDON (Alliance News) - Tarsus Group PLC on Friday said it has agreed to be acquired in a deal that values the company's share capital at GBP561 million.
Tiger Acquisitions UK Ltd, a subsidiary of funds advised by private equity firm Charterhouse Capital Partners LLP, will pay 425 pence per Tarsus share.
Shares in business-to-business media group Tarsus were up 37% at 427.12p on Friday morning.
Tarsus shareholders will also be entitled to receive a final dividend payment of 7.7 pence per share from Tarsus for 2018, subject to approval. Excluding the dividend, the 425p per share price represents a 36% premium to Tarsus's Thursday closing price of 312p.
The terms of the acquisition, including the dividend, value Tarsus's share capital at around GBP561 million and the acquisition's terms, including debt, imply an enterprise value of GBP668 million with a multiple of roughly 17 times average earnings before interest, taxation, depreciation, and amortisation for Tarsus's 2017 and 2018 financial years.
Tarsus's independent directors intend to unanimously recommend that shareholders approve the acquisitions and have irrevocably undertaken to do so in respect of their own combined 7.7% beneficial holding.
Other major Tarsus shareholders also have pledged to approve the scheme. Irrevocable undertakings and letters of intent to approve the acquisition, including the directors, total 52.7 million shares, representing approximately 43% of Tarsus's issued share capital.
Tarsus Chair Neville Buch said: "I am delighted to announce that the independent Tarsus directors have reached agreement with Charterhouse on the acquisition. We believe that the acquisition provides significant value for Tarsus's shareholders, whilst ensuring that Tarsus can continue its journey as a leading exhibitions business with an owner that can provide the capital and industry experience to support Tarsus's future growth. We believe that the acquisition is in the interests of Tarsus's shareholders, employees and customers and we look forward to seeing Tarsus continue to grow going forward."