Funds managed by DBAY Advisors Limited made an offer to acquire remaining 73.98% stake in Telit Communications PLC (AIM:TCM) from a group of shareholders for approximately £210 million on April 26, 2021. DBAY Advisors Limited will acquire the entire issued and to be issued ordinary share capital of Telit. The offer will be structured as Court-sanctioned scheme of arrangement. DBAY Advisors Limited will pay £2.1 per share in cash. As of May 24, 2021, Funds managed by DBAY Advisors Limited made an offer to acquire remaining 73.98% stake in Telit Communications PLC for approximately £220 million. DBAY Advisors Limited will pay £2.2 per share in cash. As of July 20, 2021, offer price is increased to £2.295 per share. If any dividend or other distribution in respect of the Telit shares is declared, paid or made on or after the date May 25, 2021, DBAY Advisors reserves the right to reduce the consideration payable for each Telit share under the terms of the acquisition by the amount per Telit Share of such dividend or distribution. If DBAY Advisors exercises this right or makes such a reduction in respect of a dividend or distribution, Telit Shareholders will be entitled to receive and retain that dividend or distribution. As an alternative to the cash offer, Telit shareholders may elect to receive one loan note from Trieste Acquisitions Holding Limited (Bidco) for each scheme share held. Each consideration loan note will be immediately exchanged for a loan note in Notano Holdco Limited (Holdco) by way of a call option exercised by Holdco and the Holdco Loan Note will then be immediately exchanged by way of a call option exercised by Notano Midco Limited (Midco), resulting in a non-voting B ordinary share in Midco being issued to those Telit Shareholders who accept the alternative offer. Prior to the transaction, DBAY Advisors held 34.97 million shares in Telit Communications PLC. The cash consideration payable to the Telit shareholders under the terms of the cash offer will be financed by a combination of equity to be invested by funds managed by DBAY, intercompany loans and debt to be provided under the cash bridge facility of $60 million (£42.39 million) and senior term and revolving facilities of $150 million (£105.98 million). Investec, as financial adviser to Bidco, is satisfied that sufficient cash resources are available to DBAY Advisors to enable it to satisfy in full the cash consideration to Telit shareholders under the terms of the acquisition. On completion of the transaction, Telit will become a wholly-owned subsidiary of DBAY Advisors Limited. DBAY intends to safeguard the existing statutory and contractual employment rights, including pension rights, of the employees and management of the Telit Group. DBAY does not envisage making any material reduction to the headcount, or any material change to the conditions of employment or to the balance of skills and functions, of the employees and management of the Telit Group. The current non-executive directors of Telit will resign from Telit on the effective date. Following completion of the acquisition, it is envisaged that the R&D facilities and headquarter location and functions will continue to operate from Telit's existing locations, and DBAY does not envisage any change in the locations of Telit's offices and plans to follow the current management team's strategy with respect to Telit's locations and offices. Prior to the Scheme becoming Effective, an application will be made to the London Stock Exchange for admission of the Telit Shares to trading on AIM to be cancelled on or shortly after the Effective Date. It is also intended that shortly after the effective date, Telit will be re-registered as a private limited company under the relevant provisions of the Companies Act. The transaction is subject to approval by a majority in number of the scheme shareholders voting at the court meeting, either in person or by proxy, representing at least 75% in value of the scheme shares voted, certain regulatory approvals in particular, in Italy and the US, the sanction of the scheme by the Court on or before the 22nd day after the expected date of the court hearing, Clearance by the Italian Foreign Investment Authority pursuant and Committee on Foreign Investment in the United States approval. The Court and Telit shareholders meetings shall be held on July 14, 2021. As on July 8, 2021, DBAY Advisors Limited was informed by Compass Asset Management SA that they are unable to comply with the terms of the non-binding letter of intent and have informed Bidco that they now intend to abstain from voting in relation to their entire shareholding at the Court Meeting and the General Meeting. The Directors of Telit Communications PLC unanimously recommended the shareholders to accept the cash offer. The Telit Directors strongly recommend that, in deciding whether or not to elect for the alternative offer, the Telit Shareholders should take their own independent financial, legal and tax advice and consider carefully the disadvantages and advantages of electing for the alternative offer in light of their own financial circumstances and investment objectives. DBAY Advisors Limited has received irrevocable undertakings in respect of 42.92 million shares. As of July 9, 2021, 44.68% of the Scheme Shares eligible to vote at the Court Meeting. The Directors of Telit Communications PLC unanimously recommended the shareholders to accept the revised offer. As of July 20, 2021, DBAY Advisors Limited has received irrevocable undertakings from Telit Directors holding Telit Shares, Run Liang Tai Management Limited, Richard Griffiths, Davide Serra and Tavira Securities Limited. Court meeting and general meeting of Telit is to take place on July 28, 2021. On July 26, 2021, received unconditional clearance by the Italian Foreign Investment Authority. On July 28, 2021, the transaction was approved by the majority of Telit shareholders at the general meeting. As of August 19, 2021, Committee on Foreign Investment in the United States approved the transaction. Scheme Hearing of court is anticipated to take place on August 26, 2021. The acquisition is currently expected to become effective in the second half of 2021. Warner Mandel and Pietro Franchi of N M Rothschild & Sons Limited and Henrik Persson, Giles Rolls and Charlie Beeson of FinnCap Ltd acted as financial advisors to Telit. Gary Clarence and William Godfrey of Investec Bank Plc acted as financial advisors to DBAY. Maegen Morrison, Sylvain Dhennin, James Doyle, Paul Randall and Paul Mullen of Hogan Lovells acted as the legal advisor to DBAY Advisors Limited and CMS Cameron McKenna Nabarro Olswang LLP acted as the legal advisor to Telit Communications PLC. The transaction is expected by DBAY to have a positive impact on the earnings and net assets of the Bidco Group. Funds managed by DBAY Advisors Limited completed the acquisition of remaining 73.98% stake in Telit Communications PLC (AIM:TCM) from a group of shareholders on August 31, 2021.