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A round up of key developments in corporate transactions covered by Lexis®PSL Corporate and Market Tracker this week, including the competing offers for cross-border payment specialist Earthport plc by Visa and Mastercard, the post-listing performance of investment platform AJ Bell, and an analysis of the status of the UK merger regime by the Lexis®PSL Competition team.
On 27 December 2018, cross-border payments specialist Earthport plc (Earthport) announced it had received a recommended all-cash offer from Visa International Service Association, a wholly owned subsidiary of Visa Inc. (Visa) for the entire issued and to be issued share capital of Earthport, structured by way of a scheme of arrangement. The offer was valued at £198 million at 30 pence per Earthport share.
After Visa published its scheme document on 25 January 2019, Mastercard International, Inc. (Mastercard) announced a competing recommended cash offer for the entire issued and to be issued share capital of Earthport, structured by a contractual offer. The offer is valued at £233 million at 33 pence per Earthport share, a premium of 10% to the offer price of 30 pence per Earthport share from Visa. The higher competing offer is an increase of 17.7% on the offer made by Visa.
Earthport withdrew its recommendation of the Visa offer and unanimously recommended that Earthport shareholders should accept the Mastercard offer. Earthport proposes to adjourn the shareholder meetings convened for 21 February 2019 to consider the Visa offer.
Visa has noted the competing offer and an announcement considering the new developments is expected soon.
In 2018, we saw a number of targets withdrawing their initial recommendations of an offer and recommending a higher competing offer they received. Market Tracker will continue to monitor this trend to see if more targets are withdrawing their recommendations in pursuit of higher offers in 2019.
On 23 January, investment platform AJ
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Market Tracker is a unique service for corporate lawyers housed within Lexis®PSL Corporate. It features a powerful transaction data analysis tool for accessing, analysing and comparing the specific features of corporate transactions, with a comprehensive and searchable library of deal documentation across 14 different deal types. The Market Tracker product also includes news and analysis of key corporate deals and activity and in-depth analysis of recent trends in corporate transactions.
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