Proactis Holdings PLC (LON:PHD), the global spend management and B2B eCommerce solution provider, announced today that it has received a preliminary unsolicited approach from a US-based investor with regard to an offer for the Company and a number of preliminary unsolicited expressions of interest from other parties.
The Board of Proactis confirms its confidence in the prospects and position of the Company as an independent business and the Board is continuing to execute the strategy set out at the time of the interim results for the six months ended 31 January 2019 (as announced on 29 April 2019) which reflects the conclusions of its operational review. Notwithstanding this confidence, the Board believes that it is important to all the Group’s stakeholders to explore the strategic options that these expressions of interest could present.
The Board has therefore resolved to facilitate a review of these expressions of interest by taking advantage of the dispensations available from certain provisions of the Code in commencing a “formal sales process” (as described in the Code) and has appointed finnCap Ltd (“finnCap”) as its financial adviser with regard to this process. Parties with an interest in participating in the process should contact finnCap on the contact details set out below.
The Takeover Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such that any interested party participating in the process will not be required to be publicly identified as a result of this announcement (subject to note 3 to Rule 2.2 of the Code) and will not be subject to the 28 day deadline referred to in Rule 2.6(a) of the Code, for so long as it is participating in the process. Following this announcement, the Company is now considered to be in an “offer period” as defined in the Code and, amongst other provisions, the dealing disclosure requirements set out below will apply.
Any party wishing to participate in the process will be required to enter into a non-disclosure agreement (“NDA”) with the Company on terms satisfactory to the Board and on the same terms, in all material respects, as other interested parties and to make a written submission to express the basis of their interest (“EOI”) before being permitted to participate in the process. Following execution of the NDA and the receipt by the Company of the EOI, the Company intends to undertake its own procedures as to establish the credibility of such parties and their commitment to the Group’s wider stakeholder group, after which the Group may provide interested parties with preliminary information on the Company, following which such parties may be invited to submit further proposals to the Company.
The Board reserves the right to alter any aspect of the process as outlined above or to terminate it at any time and will make further announcements when appropriate. The Board reserves the right to reject any approach or terminate discussions with any interested party or participant at any time (without liability to any person).
At this early stage, there can be no certainty that any offer will be forthcoming or the terms of any such offer.
Further announcements will be made as and when appropriate.