Board responds to Coast6 Oct 2021 09:43
LONDON - 6 October, 2021: The board of directors of Blue Prism Group plc ("Blue Prism") (the "Board", the "Blue Prism Directors", "Blue Prism" or the "Company", as relevant) (AIM:PRSM) values shareholder feedback and is committed to maximizing value for all shareholders. The Board has reviewed a letter dated 30 September 2021 addressed to it from Coast Capital ("Coast") regarding the offer for Blue Prism (the "Vista Offer") announced on 28 September 2021 (the "2.7 Announcement") by Bali Bidco Limited, a company wholly owned by funds managed or controlled by Vista Equity Partners ("Vista") and has the following response:
Blue Prism's Sale Process Was Extensive and Thorough
The Board, with the support of its independent advisors, conducted an extensive market check over four months that included outreach to 15 strategic parties and 12 financial sponsors (including Vista and TPG) and initially resulted in the submission of two non-binding proposals from Vista and TPG to acquire the Company. After discussions and negotiations with both parties, Vista submitted their final proposal which represented a value that was both the highest in the process and superior to the Company's standalone alternatives, which the Board concluded was worthy of recommendation to Blue Prism Shareholders.
There is no obstacle to a superior offer being proposed, and the Board is free to recommend any such superior proposal were one to be made. The parties previously contacted by the Company's advisors, or any other interested party (other than TPG subsequent to their Rule 2.8 announcement on 29 September, 2021, except subject to certain circumstances) may submit a competing proposal at any time (subject to the rules of the Takeover Code), and the Board, if it so determined, would be free to recommend such a proposal without the Company incurring a termination fee.
The Vista Offer Reflects an Attractive Premium and Value
The Vista Offer represents a 35% premium to the Closing Price of a Blue Prism Share on 27 August 2021 (being the last Business Day prior to the commencement of the Offer Period) and a 34% premium to the volume weighted average Closing Price over the three months ended 27 August 2021. Moreover, the 5.8x[1] FY21 revenue multiple implied by the Vista Offer represents a 42% premium to Blue Prism's multiple based on the Closing Price on 27 August, 2021.
The Board's decision to recommend the Vista Offer reflects its belief that the Vista Offer provides greater value and less risk than Blue Prism's current standalone prospects and potential standalone alternatives.
While Coast indicates that it has "communicated the operational improvement plan developed with sector experts and prior management team members over several months", it has not yet provided the Company with a detailed plan, including the financing of any such plan, capable of assessment by Blue Prism's Board.
Blue Prism's Process Was Led by an Experienced, Unconflicted Board