MUMBAI: Martin Sorrell's WPP and buyout firm Providence Equity Partners have agreed to acquire British communication and sports marketing group Chime Communications for ?374 million.
As per the deal terms, Chime shareholders will receive 365pence in cash for each share they own. In addition, shareholders who are on the Chime shareholder register on 11 September, 2015 will be entitled to receive an interim dividend for the current year of 2.53 pence per share.
WPP and Providence are acquiring Chime thorough Bidco, which is a newly-incorporated vehicle controlled by funds managed by Providence. WPPwill acquire an indirect minority interest in Bidco in exchange for transferring its existing 20.03 per cent stake in Chime to Bidco’s parent company - Bell Topco. The remaining ordinary shares in Topco will be held indirectly by funds managed by Providence.
As WPP is a joint offeror, it will not be entitled to vote its Chime shares at the Court Meeting. However, WPP will be entitled to vote at the general meeting and Bidco has received an undertaking from WPP in the Bid Conduct Agreement to vote in favour of the resolution to be proposed at the general meeting in respect of, in aggregate, 20,158,421 Chime shares, representing approximately 20.03 per cent of the share capital of Chime in issue on 30 July, 2015.
Commenting on the offer, Chime chairman Lord Davies of Abersoch said, “Chime has achieved great success to date in building a leading position in the global sports marketing and communications industry, which is reflected in the attractive premium being offered to shareholders. However, to fulfill Chime's considerable growth potential, significant new capital is required. Providence and WPP offer Chime both the capital and the industry expertise to fast-track our ambitions to build a full scale, global sports marketing and communications business. Taking this into account, Chime's independent Directors unanimously recommend that shareholders vote in favour of the resolutions at the General Meeting and in favour of the Scheme at the Court meeting.”
Bidco director Andrew Tisdale added, “Chime's history is one of innovation, creativity and consistent delivery of superior results for its clients. We believe Chime's true assets are its people, and are excited to have the opportunity to partner with them as we embark on the next phase of the company's growth.”
Chime, which was founded in 1989 by Margaret Thatcher’s media adviser Lord Bell, will be delisted from the London Stock Exchange on completion of the deal.
