British Columbia Investment Management Corp. (BCI) has announced plans to take Luxembourg-based BBGI Global Infrastructure SA private in a £1 billion ($1.24 billion) cash deal, the companies confirmed Thursday.
BCI and BBGI, currently listed on the FTSE 250 index of the London Stock Exchange, have reached an agreement on the terms of a recommended cash offer. BCI is offering 147.5 pence per BBGI share, valuing the company’s total share capital at approximately £1.1 billion.
Takeover Structure and Legal Considerations
BCI has established Boswell Holdings 3 SCSp as the entity making the offer. The agreement is not subject to the U.K. Takeover Code since BBGI is registered in Luxembourg. However, the companies have agreed to adhere to key requirements of the code, including a commitment by Bidco not to withdraw its offer or take actions that would cause it to lapse.
The deal will be executed as a tender offer, meaning that 90% of BBGI shareholders must sell their shares for it to be declared unconditional. However, due to BBGI’s Luxembourg incorporation, there is no statutory squeeze-out mechanism if the 90% threshold is reached. Instead, the companies have agreed to an alternative process that requires shareholder approval at a general meeting, the date of which has yet to be announced.
BBGI Board Supports the Offer
BBGI’s board has unanimously endorsed the offer, stating that the terms are “fair and reasonable” after consultation with its financial advisers. Board members have already irrevocably committed to tendering their shares, which amount to 0.4% of BBGI’s share capital.
