Hg Pooled Management Ltd agreed to acquire Ideagen plc (AIM:IDEA) for ú1.1 billion on May 9, 2022. The cash consideration payable under the acquisition is being financed by funds to be invested indirectly by Hg. Hg may raise debt financing in connection with the acquisition following the date of this announcement. Hg Pooled Management enter into an agreed form interim facilities agreement Golub Capital Markets LLC (for itself and on behalf of its Affiliates and Related Funds), MMC2 (EUR Levered) Investments I S.a r.l, MMC2 (EUR Unlevered) Investments I S.a r.l, EBP Credit Investments I S.a r.l, BDL3 Unlevered Investments I S.a r.l, BDL3 Levered Investments I S.a r.l, and BCPP Investments I S.a r.l, under which they will make the facilities available to Hg Pooled Management at its request, a fee letter, and a CP satisfaction letter, each dated June 15, 2022. Under the terms, the commitment parties have agreed to make available to Hg Pooled Management; (i) a senior secured term loan facility in an aggregate principal amount equal to ú280 million (the "Term Loan Facility"), (ii) a senior secured capex and acquisition facility in an aggregate principal amount equal to ú80 million (the "Capex/Acquisition Facility") and (iii) an interim revolving credit facility in a principal amount of up to ú37 million, and final repayment of the Facilities is the date which falls 7 years after the date of the agreement. Hg Pooled Management shall pay ú10.5 million for Financing and corporate broking advice, ú3.12 million for Legal advice, ú0.2 million for Public relations advice, ú1.8 million for Other professional services and ú8.8 million for Financing arrangements. The deal is subject to approval from Ideagen shareholders, court approval, regulatory and antitrust approval and third party approval. The acquisition is currently expected to complete during July 2022, subject to satisfaction or (where applicable) waiver of the conditions. As of June 23, 2022, the transaction is approved by court and shareholders of Ideagen plc and the Court Order has been delivered to the Registrar of Companies. The transaction is expected to close on July 7, 2022.
Cyrus Kapadia, Richard Hoyle and Keiran Wilson of Lazard & Co., Limited acted as financial advisor to Hg Pooled Management Ltd and Ideagen plc. Simon Gluckstein, Tara Carter and Tim Richardson of Houlihan Lokey (Europe) Limited acted as financial advisor to Hg Pooled Management Ltd and Ideagen plc. Chris Emmerson, Khamran Ali and Tanguy Croguennoc of Goldman Sachs International and Simon Bridges, Georgina McCooke and Ankush Khazanchi of Canaccord Genuity Limited acted as independent financial advisor to Ideagen plc. Linklaters LLP acted as legal advisor to Hg Pooled Management Ltd and Ideagen plc. Richard Spedding,Mahesh Varia and Nigel Seay of Travers Smith LLP acted as legal advisor to Ideagen plc. Karen Davies and Tim Rennie of Ashurst acted as legal advisor to Lazard & Co., Limited and Houlihan Lokey.
Hg Pooled Management Ltd completed the acquisition of Ideagen plc (AIM:IDEA) on July 7, 2022. The resignations of the Ideagen Non-Executive Directors, Julian Clough, Alan Carroll and Tony Rodriguez, also took effect. Richard Longdon will remain on the Ideagen Board. Chris Bayne intends to join the Board. Trading in Ideagen Shares on AIM is expected to be suspended with effect from today and the cancellation of trading of Ideagen Shares on AIM is expected to take place on July 8, 2022. Travers Smith LLP are retained as legal adviser to Ideagen and Linklaters LLP are retained as legal adviser to Hg.