The independent directors of the board of Applegreen has confirmed that it is in advanced discussions with a consortium including B&J Holdings Limited and Blackstone Infrastructure Partners in relation to a possible cash offer for the company at a price of €5.75 per share.
In a statement, the forecourt retailer noted that B&J Holdings Limited is a 41.3% shareholder in Applegreen and represents the holdings of Applegreen's founders, Robert Etchingham and Joseph Barrett.
Should the transaction proceed, Applegreen highlighted that B&J Holdings Limited would retain a significant equity stake in the consortium and Robert Etchingham and Joseph Barrett would maintain their current management positions as CEO and COO respectively within the business.
Possible Cash Offer
The company said that the possible cash offer represents a premium of approximately:
- 48.2% to Applegreen's closing price of €3.88 on 9 December 2020 (being the last business day prior to this announcement)
- 50.6% to Applegreen's volume-weighted average share price of approximately €3.82 over the one month period ending on 9 December 2020
- 63.7% to Applegreen's volume-weighted average share price of approximately €3.51 over the three month period ending on 9 December 2020.
Applegreen stated that the possible cash offer remains conditional on, amongst other things, the satisfactory completion of confirmatory due diligence by the consortium and the recommendation of the independent board.
The consortium reserves the right to waive any of these requirements, the company said.
Following receipt of an initial proposal from the consortium, the independent board was formed to review and evaluate that proposal, and it decided to engage, with the support of its advisers, in negotiations with the consortium, it added.
Company Directors
The independent board is comprised of all of the directors of the company excluding Robert Etchingham, Joseph Barrett and Niall Dolan.
Applegreen said that having considered the possible cash offer carefully, together with its advisers, the independent board confirms that should the consortium or an entity controlled by the consortium announce a firm intention to make an offer pursuant to rule 2.5 of the Irish Takeover Rules on these terms, it is the current intention of the independent board to recommend unanimously that Applegreen shareholders accept the possible cash offer.
Applegreen added that the independent board believes the possible cash offer, if effected, would represent a compelling opportunity for shareholders in Applegreen to realise their investment at an attractive premium to the prevailing share price.
A further announcement will be made as and when appropriate, the company said.
This announcement has been made with the prior consent of the consortium, it added.
While discussions are ongoing, there can be no certainty that a firm offer will be made for Applegreen by the consortium, the company concluded.
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