In a twist that’s rattling London’s AIM market, Anexo Group PLC, the U.K.-based provider of motor accident credit hire and legal services, has accepted a controversial £70.79 million ($95.4 million) acquisition offer from Dbay Advisors Ltd. and the company's founders. The agreement, announced Tuesday, is already stirring debate among shareholders and market analysts.

A Premium—or a Discount?

The suitors—Dbay Advisors, barrister Alan Sellers, and solicitor Samantha Moss—have offered 60 pence per share via non-convertible loan notes through a jointly controlled entity, Alabama Bidco Ltd. While this bid reflects a 17.6% premium to Anexo’s share price of 51 pence on April 17 (the day before the offer period began), it's a notable 25.4% discount from Monday’s closing price of 68.4 pence. Following the news, Anexo shares tumbled to 53 pence on Tuesday afternoon.

The use of non-convertible loan notes—which lack the flexibility of equity conversion—has raised eyebrows. These instruments entitle lenders to repayment with interest, but strip away the potential upside of ownership in a recovering or thriving business.

Delisting Ahead, Control Consolidated

With Dbay already holding 28.51% of Anexo’s shares and the founders collectively owning around 34%, the bidders now possess a controlling majority. They plan to delist Anexo from AIM and re-register it as a private entity, targeting a closure date of September 30.

Although the acquisition marks a pivotal shift for Anexo, not all advisors are applauding.

Adviser Rebuke Over Litigation Value

Anexo’s financial adviser, Grant Thornton, has refused to back the offer as “fair and reasonable,” citing concerns about the undervaluation of future litigation potential—specifically the company’s diesel emission claims against automakers allegedly using "defeat devices" to cheat emissions tests.

Anexo itself noted that a favorable outcome in this legal campaign could significantly boost revenues, cash flow, and profitability. However, the timing, certainty, and size of any such windfall remain elusive.

Alternative Offer: Stay Involved, Lose Control

Shareholders also have the option to trade each Anexo share for one non-voting B ordinary share in Midco, Alabama Bidco’s parent. This route allows investors to stay tied to the company’s economic journey—but it comes at the price of increased risk and zero governance influence.

Despite the turbulence and mixed reactions, Anexo declined to elaborate beyond its official statements. Dbay Advisors did not respond to requests for comment.

As the September deadline approaches, the Anexo Dbay suit promises to remain a flashpoint in the ongoing debate over shareholder equity, private takeovers, and the often underestimated value of unresolved litigation.