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Kalibrate recommends cash offer

Article posted on June 13th, 2017

Kalibrate

Kalibrate Technologies plc (AIM: KLBT), the provider of strategy and technology services to the global fuel and convenience retail industry, notes the announcement made earlier today (the “Announcement”) by Canterbury Acquisition Limited (“Hanover Bidco”) and is pleased to confirm to Kalibrate’s shareholders that it has reached agreement on the terms of a proposed recommended all cash offer by Hanover Bidco at a price of 85.5 pence per share (the “Offer”) for the entire issued and to be issued share capital of the Company.

Summary

  • The boards of Hanover Bidco and Kalibrate are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Hanover Bidco for the entire issued and to be issued share capital of Kalibrate. Hanover Bidco is an investment vehicle ultimately wholly-owned by Hanover Active Equity Fund LP.
  • Under the terms of the Offer, each shareholder in Kalibrate (a “Kalibrate Shareholder”) will be entitled to receive 85.5 pence in cash per share in Kalibrate (“Kalibrate Share”).
  • The Offer values the entire issued share capital of Kalibrate at approximately £29 million.
  • The Offer represents a premium of 50 per cent. over the closing middle market price of 57 pence per Kalibrate Share on 1 June 2017, being the day prior to Hanover Bidco’s approach to the directors of Kalibrate (the “Kalibrate Directors”) regarding the Offer.
  • The Offer is conditional upon, amongst other things, Hanover Bidco receiving valid acceptances (which have not been withdrawn) in respect of and/or having otherwise acquired or agreed to acquire Kalibrate Shares which constitute more than 50 per cent. of the voting rights attached to the Kalibrate Shares.
  • The Kalibrate Directors, who have been so advised by N+1 Singer Advisory LLP (“N+1 Singer”), consider the terms of the Offer to be fair and reasonable. In providing its advice to the Kalibrate Directors, N+1 Singer has taken into account the commercial assessments of the Kalibrate Directors. N+1 Singer is providing independent financial advice to the Kalibrate Directors for the purpose of Rule 3 of the Code.
  • Accordingly, the Kalibrate Directors intend to unanimously recommend that the Kalibrate Shareholders accept the Offer.
  • Hanover Bidco has received irrevocable undertakings to accept the Offer from those Kalibrate Directors who hold Kalibrate Shares, in respect of a total of 88,532 Kalibrate Shares, representing approximately 0.3 per cent. of the issued share capital of Kalibrate.
  • In addition, Hanover Bidco has received irrevocable undertakings to accept the Offer from certain Kalibrate Shareholders, in respect of a total of 13,473,960 Kalibrate Shares representing approximately 39.8 per cent. of the issued share capital of Kalibrate.
  • In aggregate, Hanover Bidco has therefore received irrevocable undertakings in respect of a total of 13,562,492 Kalibrate Shares, representing approximately 40.0 per cent. of the issued share capital of Kalibrate.

Commenting on the Offer, Bob Stein, Chief Executive Officer of Kalibrate Technologies plc said:

“We continue to make good progress within our core markets, deepening our customer relationships and winning additional contracts. With continued investment in our new products of Merchandise Pricing/Promotion and B2B/Wholesale Pricing we are developing additional growth opportunities with our client base. Whilst this strength underpins our belief in our products and long-term growth plans, the time and investment required to convert those growth ambitions continue to extend, compounded by the delays in deregulating markets that we’ve previously announced. I, along with the rest of the Kalibrate Board, intend to recommend the Offer.”

For further information please contact:

Kalibrate Technologies plc via FTI Consulting, LLP
Robert B Stein, Jr. Chief Executive Officer
Gregg R Budoi, Chief Financial Officer

N+1 Singer Advisory LLP +44 (0) 20 7496 3000
Shaun Dobson/ Alex Price / James Hopton

FTI Consulting, LLP +44 (0) 20 3727 1000
Matt Dixon / Chris Lane / Emma Appleton/ Elena Kalinskaya

Additional Information

The Announcement, which provides further details of the Offer, is available to view at www.kalibratetech-ir.com/content/investors/takeover-code.asp. The Board confirms that it provided its unanimous consent to the issue of the Announcement.

The Board notes that the Offer document will be sent to Kalibrate Shareholders (other than those in a Restricted Jurisdiction) as soon as practicable and in any event within 28 days of this announcement. Shareholders do not therefore need to take any action at this stage.

The Company will make further announcements as appropriate.

About Kalibrate

For over 20 years, Kalibrate (LSE: KLBT) has advised fuel and convenience retailers throughout the world on how to be best-in-class operators in the fast changing marketplace. Kalibrate’s global footprint and local presence are the result of a merger between two market leaders: KSS Fuels, the forerunner in fuel pricing automation, and MPSI, recognized leaders of retail location intelligence. Clients gain fuller visibility, truer insight and more effective control over what matters most-what Kalibrate calls Your Adaptive Edge™.

Headquartered in Manchester, United Kingdom and Florham Park, New Jersey, Kalibrate has centers of excellence in Mumbai, India; Tulsa, Oklahoma; and Melbourne, Australia as well as offices in 10 other countries. For more information, visit kalibrate.com.