UK-based Informa Group, which runs around 200 exhibitions a year, is planning to acquire UBM in a cash and stock deal worth GBP3.8 billion (USD5.2 billion), creating an GBP8billion events and exhibitions group in the process.
Under the terms of the Proposed Combination, UBM shareholders would receive 1.083 Informa Shares and 163 pence in cash for each UBM share.
On these terms, based on the 30-day volume-weighted average share prices as of 15 January 2018 of Informa and UBM and the closing share prices on 15 January 2018 of Informa and UBM, this represents in both cases a premium of around 30 per cent.
It is expected that the Combined Group will be owned circa 65.5 per cent by Informa shareholders and circa 34.5 per cent by UBM shareholders. The proposed offer will also include a mix and match facility.
Discussions between the parties remain ongoing regarding the other terms and conditions of the Proposed Combination, satisfactory completion of due diligence and final approval by the Boards of Informa and UBM. The parties reserve the right to waive any or all of these pre- conditions. Subject to the ongoing discussions, the Boards of Informa and UBM expect to recommend the Proposed Combination to their respective shareholders.
The Proposed Combination is expected to result in significant synergies for the Combined Group.
This announcement does not amount to a firm intention to make an offer under Rule 2.7 of the Code. The full terms and conditions of any offer, if made, and a quantification of the synergies will be set out in any announcement of a firm intention to make an offer. There is no certainty that any transaction will occur, even if the pre-conditions are satisfied or waived.
The Combined Group would continue to be headquartered in London, although the international nature and complementary geographic fit of the businesses will mean it will also have major operational centres around the world.
It is intended on completion of the Proposed Combination that Derek Mapp, Chairman of Informa PLC, would be Chairman of the Combined Group, while Stephen A Carter, Chief Executive of Informa PLC, would be Chief Executive of the Combined Group.
It is also envisaged that the Board of the Combined Group would be comprised of seven Non-Executive Directors from Informa PLC and three from UBM plc.
It is proposed that UBM shareholders would be entitled to receive the final UBM dividend in respect of the year ended 31 December 2017. In addition, UBM shareholders would be entitled to receive the Informa final dividend for the financial year ended 31 December 2017 (the “Final Informa Dividend”) if completion of the Proposed Combination occurs prior to the record date for the Final Informa Dividend, or if completion is later, a special dividend equivalent to the amount of the Final Informa Dividend.
It is also proposed that UBM shareholders would be entitled to (a) receive any ordinary course interim dividend declared by UBM and (b) receive the equivalent amount of any further ordinary interim dividend announced, declared or paid by Informa with a record date falling prior to completion of the Proposed Combination, less the value of any further ordinary interim dividend paid by UBM.
Informa reserves the right to reduce the terms of the Proposed Combination to take account of the value of any dividend or other distribution which is announced, declared, made or paid by UBM which is in addition to the dividends UBM shareholders are entitled to receive as set out above.