The board of Bidco and the Independent Tarsus Directors are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition by Bidco, a wholly-owned indirect subsidiary of the Charterhouse Funds, of the entire issued and to be issued ordinary share capital of Tarsus.
Under the terms of the Acquisition, Scheme Shareholders will be entitled to receive:for each Scheme Share 425 pence in cash
In addition to the consideration payable in connection with the Acquisition, Tarsus Shareholders will also be entitled to receive the payment of a final dividend by Tarsus of 7.7 pence for each Tarsus Share for the twelve month period ended 31 December 2018, subject to approval of the Pre-Close Dividend by Tarsus Shareholders at Tarsus’s annual general meeting on 19 June 2019.
· The terms of the Acquisition:
· excluding the Pre-Close Dividend, represent a premium of approximately 36.2 per cent. to the Closing Price of 312 pence for each Tarsus Share on 23 May 2019 (being the last Business Day before commencement of the Offer Period); and
· including the Pre-Close Dividend, represent a premium of approximately:
· 42.7 per cent. to the volume-weighted average price of 303 pence for each Tarsus Share for the three month period ended 23 May 2019; and
· 50.0 per cent. to the volume-weighted average price of 289 pence for each Tarsus Share for the twelve month period ended 23 May 2019.
· The terms of the Acquisition (including the Pre-Close Dividend) value the entire issued and to be issued ordinary share capital of Tarsus at approximately £561 million. In addition, the terms of the Acquisition imply an enterprise value of £668 million and a multiple of approximately 17 times average EBITDA for Tarsus’s financial years ended 31 December 2017 and 31 December 2018.
· Charterhouse is one of the longest established private equity firms operating in Europe. Charterhouse typically invests in companies headquartered in Western Europe and works closely with incumbent management teams, providing them with active support to drive growth. Charterhouse pursues a highly selective investment approach, partnering with a small number of high-quality companies. Charterhouse is based in London and is a partnership of highly experienced investment professionals. Since the early 1980s, Charterhouse funds have completed over 140 transactions with an aggregate value in excess of €50 billion.
· Tarsus is an international business-to-business media group with interests in exhibitions, publishing and online media. Tarsus operates globally in the United States and the Americas, China, South East Asia, the Middle East and North Africa, Turkey and Europe, in key verticals including aviation, medical, labels and packaging, travel, housewares and automotive. Tarsus runs more than 160 events with a number of flagship brands including Labelexpo, Connect and the Dubai Airshow, among others. Tarsus operates across a worldwide network of offices in Dublin, London, Jakarta, Milwaukee, Atlanta, Boca Raton (Florida), Dubai, Shanghai and Istanbul.
Commenting on the Acquisition, Neville Buch, Tarsus’s Chairman, said:
“I am delighted to announce that the Independent Tarsus Directors have reached agreement with Charterhouse on the Acquisition. We believe that the Acquisition provides significant value for Tarsus’s shareholders, whilst ensuring that Tarsus can continue its journey as a leading exhibitions business with an owner that can provide the capital and industry experience to support Tarsus’s future growth. We believe that the Acquisition is in the interests of Tarsus’s shareholders, employees and customers and we look forward to seeing Tarsus continue to grow going forward.”
Commenting on the Acquisition, Robert Leeming, Partner at Charterhouse, said:
“We are delighted to invest in Tarsus Group and to support Doug and the management team in continuing the impressive growth they have achieved over the past years. They have built a wonderful business with leading exhibitions in growth sectors across the globe. We are committed to growing the business further, and supporting it with additional capital and expertise to accelerate its growth trajectory in the future.”