TI Fluid Systems PLC has agreed to a takeover bid from ABC Technologies, a Canadian automotive parts maker, in a deal valued at just over £1 billion ($1.27 billion). The acquisition, set to be finalized by mid-2025, is guided by top-tier legal teams, including Kirkland & Ellis LLP, Paul Weiss Rifkind Wharton & Garrison LLP, and Latham & Watkins LLP.

ABC to Buy TI Fluid : Deal Overview

The offer values TI Fluid Systems’ equity at approximately £1.04 billion and establishes an enterprise value of £1.83 billion. ABC Technologies, majority-owned by Apollo Global Management Inc., aims to purchase all outstanding shares of TI Fluid Systems for 200 pence each. This represents a 53.4% premium over the stock’s trading price prior to ABC’s initial proposal in October.

The companies have been in discussions since October, with ABC requesting deadline extensions twice, most recently on Nov. 22, to finalize terms under the U.K.'s "put up or shut up" takeover regulations.

Legal and Financial Advisers

ABC Technologies has retained Kirkland & Ellis LLP and Paul Weiss for legal counsel, while Latham & Watkins LLP is advising TI Fluid Systems. Additionally, Ashurst LLP is providing legal support to Lazard, ABC's lead financial adviser. Ashurst's team includes partners Tim Rennie and Karen Davies, alongside senior associates Asil Robertson and Colin Bugler.

Financial advice to TI Fluid Systems is being provided by Goldman Sachs and Peel Hunt LLP.

Strategic Significance of the Acquisition

Terry Campbell, president and CEO of ABC Technologies, described the deal as a "transformative strategic opportunity" that positions the company for continued growth. “A combined business will enable us to better serve our customers,” Campbell said, highlighting the potential for expanded market reach and operational synergies.

ABC Technologies is a leader in engineered technical plastics and automotive components. By acquiring TI Fluid Systems—known for its global footprint with 98 manufacturing locations and expertise in fluid systems for vehicles—ABC aims to bolster its presence across the Americas, Europe, and Asia.

Shareholder and Regulatory Approval

The transaction will proceed via a court-sanctioned scheme of arrangement, requiring approval from 75% of TI Fluid Systems' shareholders. The court and general meetings for shareholders are expected to occur by March 2025. As of Friday, ABC reported support from shareholders controlling 35% of TI Fluid Systems' shares.

Timeline and Next Steps

The acquisition hinges on regulatory and shareholder approvals, with completion anticipated by mid-2025. If successful, the deal is expected to solidify ABC’s position as a global leader in the automotive supply chain, leveraging synergies to create a more robust platform for innovation and growth.