24 Nov 2016

Fox Williams acted for TSX-listed Constellation Software Inc. (“Constellation”) on its proposed takeover of AIM-listed Bond International Plc (“Bond”), in which it and its concert parties (the “CSI Group”) owned 29.9% of the ordinary shares and 100% of the non-voting convertible shares.

On 18 August 2016 Constellation, acting through a wholly owned subsidiary, made a cash offer of £1.05 per share for the entire issued and to be issued share capital of Bond not already owned by the CSI Group, which was followed on 3 October 2016 by a revised cash offer at £1.15.5 per share and finally on 12 October by a final, revised cash offer (the “Final Revised Offer”) at £1.21 per share. The revised offer and the Final Revised Offer had been recommended by Bond’s board of directors. The Final Increased Offer valued the existing issued share capital of Bond at c. £51 million.

On 22 October 2016 Symphony Technology Group, LLC. (“STG”) announced further improved terms for the acquisition of Bond’s Recruitment Software Division (the “Further Amended Sale”), which had been originally announced, subject to shareholder approval, on 12 September 2016 and which STG had previously announced improved acquisition terms on 5 October 2016. Bond’s board recommended the Further Amended Sale and Constellation confirmed that as a result of the improved terms, the CSI Group intended to vote in favour of the resolution to approve the Further Amended Sale. The Final Revised Offer lapsed accordingly, the acceptance condition not having been satisfied.

The total distribution to Bond shareholders was anticipated by the Bond directors to be between £1.27 and £1.29.5 per share from the proposed members’ voluntary liquidation of Bond after it has completed the Further Amended Sale.

Head of Corporate Richie Clark led the Fox Williams team on the transaction, principally assisted by senior associate Mary Elliott and associate Sarah Carlton.

Richie Clark commented: “It was a pleasure working with the CSI team and its financial adviser on the transaction. The deal featured an interesting and unusual competitive situation where one bidder had agreed to buy the subsidiaries while our client was making a Code offer at parent company level. In the end we were delighted that Constellation chose to support the third increased competitive proposal, which enabled Constellation to realise an impressive financial return on its significant shareholding in Bond.”

Herax Partners LLP acted as financial adviser to Constellation and Memery Crystal acted as solicitors to Bond.


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