RWS Holdings plc (AIM:RWS) reached an agreement to acquire SDL plc (LSE:SDL) from a group of shareholders for approximately £830 million on August 27, 2020. Under the terms of the transaction, each SDL shareholder will be entitled to receive 1.2246 new RWS Holdings shares in exchange for each SDL share. Post-completion, SDL shareholders will own approximately 29.5% and RWS shareholders approximately 70.5% of the combined group on a fully diluted basis. Pursuant to the transaction, SDL will become a subsidiary of RWS.

Upon completion, the combined group will be called RWS, headquartered in Chalfont St Peter and listed on AIM. Andrew Brode, Chairman of RWS, will become Chairman of the Board of the combined group; Richard Thompson, Chief Executive Officer of RWS, will become Chief Executive Officer of the combined group; Desmond Glass, Chief Executive Officer of RWS, will become Chief Financial Officer of the combined group; the rest of the Board of the combined group will comprise four non-executive directors; two of these will be existing non-executive directors of RWS, David Shrimpton, who will not stand for re-election at the first annual general meeting of the combined group and will be replaced by a new externally appointed non-executive director and Lara Boro who will become Senior Independent Director when David Shrimpton stands down; and two of these will be existing Non-Executive Directors of SDL, one of which will be David Clayton, Non-Executive Chairman of SDL. In addition, upon Completion it is intended that Azad Ootam, Chief Technical Officer of SDL, will become Chief Technical Officer of the combined group.

As of September 9, 2020, J O Hambro Capital Management's non-binding letter of intent to sell its shares reduced to 2.7 million shares as against the original 2.9 million shares. As of September 30, 2020, J O Hambro Capital Management's non-binding letter of intent to sell its shares reduced to 2.3 million shares as against the original 2.9 million shares. As of October 1, 2020, J O Hambro Capital Management's non-binding letter of intent to sell its shares reduced to 2.28 million shares as against the original 2.9 million shares. As of October 1, 2020, J O Hambro Capital Management's non-binding letter of intent to sell its shares reduced to 2.27 million shares as against the original 2.9 million shares. As on October 16, 2020, RGM Capital, LLC's non-binding letter of intent to sell its shares reduced to 7.2 million shares as against the original 7.4 million. As of October 21, 2020, J O Hambro Capital Management's non-binding letter of intent to sell its shares reduced to 2.2 million shares as against the original 2.9 million shares. As of October 27, 2020, J O Hambro Capital Management's non-binding letter of intent to sell its shares reduced to 2.142902 million shares as against the original 2.9 million shares. As of October 29, 2020, J O Hambro Capital Management's non-binding letter of intent to sell its shares reduced to 2.054441 million shares as against the original 2.9 million shares. As of October 30, 2020, J O Hambro Capital Management's non-binding letter of intent to sell its shares reduced to 2.011810 million shares as against the original 2.9 million shares.

The transaction is subject to statutory and regulatory approvals, the approval of the transaction by a majority in number representing 75% or more in value of the SDL shareholders, RWS Holdings shareholders' approval, the court sanctioning the transaction, approval of the German Federal Cartel Office and London Stock Exchange having acknowledged to RWS that the New RWS Shares will be admitted to trading on AIM. The transaction was approved by the Board of Directors of both RWS and SDL. RWS has received irrevocable undertakings and letters of support in respect of a total number of 30.9 million SDL shares representing, in aggregate, approximately 33.9%. As on August 28, 2020, RWS has received irrevocable undertakings and letters of intent in respect of a total of 34.8 million SDL Shares, representing approximately 38.2 per cent. Early termination of antitrust approval waiting period was granted by Federal Trade Commission. Shareholders' meetings of RWS and SDL will be held in early October 2020. As of September 17, 2020, SDL shareholder's meeting is scheduled to take place on October 9, 2020. As of November 2, 2020, the scheme was sanctioned by the Court. The scheme will become effective upon the Court order being delivered to the Registrar of companies, which is expected to take place on November 4, 2020. The transaction is expected to be effective in fourth quarter of 2020. The transaction will result in double digit earnings per share accretion in the first full financial year post completion.

Simon Bridges and Hanan Lee of Canaccord Genuity Limited, Dominic Lee, Tom Quinn and Lewis Robinson of Gleacher Shacklock LLP and Stuart Skinner, Kevin Cruickshank and William Baunton of Numis Securities Limited acted as financial advisors while Nick Crosbie, Jack Shepherd, Nana Donkor, Zoe Loftus-Bell, Alanna Fockler, Rebecca Gallagher, Caroline Hobson, Russell Hoare, John Markham, Andrew Quayle and Sarah McMaster of CMS Cameron McKenna Nabarro Olswang LLP acted as legal advisors to RWS Holdings plc. CMS Germany and CMS Russia are also offering RWS competition advice for those territories. Warner Mandel, Anton Black and Avalon de Paravicini of N M Rothschild & Sons Limited acted as financial advisors while DLA Piper UK LLP acted as legal advisor to SDL plc.

RWS Holdings plc (AIM:RWS) completed the acquisition of SDL plc (LSE:SDL) from a group of shareholders on November 4, 2020. David Clayton has resigned as Non-Executive Chairman, Glenn Collinson, Amanda Gradden, Gordon Stuart, Christopher Humphrey and Alan McWalter have resigned as Non-Executive Directors, and Adolfo Hernandez and Xenia Walters have resigned as Executive Directors of the SDL Board. Richard Thompson and Des Glass have been appointed to the SDL Board.