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.

The board also intends to recommend that shareholders vote in favor of the proposed squeeze-out mechanism at the upcoming meeting.

Regulatory Hurdles and Expected Timeline

The transaction requires competition clearance in Germany and Canada, along with foreign direct investment approvals in Germany, Australia, and the U.K. The companies anticipate completing the deal by September 2025.

Strategic Rationale Behind the Acquisition

BCI, which manages CA$250 billion ($174 billion) in assets, sees BBGI as having an "attractive, established portfolio of core infrastructure assets" and a strong development platform with growth potential.

"BBGI's growth and development will be best served as a private business under Bidco's ownership, with access to capital and the benefit of a long-term investment approach," BCI stated.

Grant Hodgkins, a senior director at BCI, emphasized that the bid represents "meaningful value for BBGI shareholders."

Legal and Financial Advisors on the Deal

• Weil Gotshal & Manges (London) LLP is advising BCI on English legal matters.
• Elvinger Hoss Prussen SA is handling legal guidance for BCI and Bidco in Luxembourg.
• Norton Rose Fulbright is advising BBGI on English law.
• Allen Overy Shearman Sterling SCS is providing legal counsel to BBGI in Luxembourg.
• RBC Capital Markets and PricewaterhouseCoopers LLP are serving as financial advisers to BCI and Bidco.

With the BBGI £1bn takeover bid, BCI is reinforcing its infrastructure and renewables investment strategy, positioning itself as a key player in the long-term, stable asset market.