Cobham is finally set to assume 100% ownership of Thrane & Thrane, after the boards of both companies approved an increased offer of £275m (US$455m).
The UK aerospace and defence technology firm has been circling in on Thrane, a satellite…
Cobham is finally set to assume 100% ownership of Thrane & Thrane, after the boards of both companies approved an increased offer of £275m (US$455m).
The UK aerospace and defence technology firm has been circling in on Thrane, a satellite communications equipment manufacturer based in Denmark, since its initial £270m offer in February was rejected by the target’s board.
Cobham subsequently withdrew this offer, only to resubmit it with the same price on 10 April because a number of institutional investors had expressed interest in selling their shareholdings. At the time, the British firm revealed it had amassed a 25.6% stake in Thrane.
On 3 May, Cobham announced it had secured the recommendation of Thrane’s board for a takeover, after it increased its offer by 2.6% to £275m.
“Under the terms of the revised offer, Thrane & Thrane shareholders will be offered Dkr435 in cash for each Thrane & Thrane share, an increase of DKr15 per share over Cobham’s offer announced on 10 April 2012,” stated the company.
According to Cobham, the revised offer took into account the dividend that Thrane would otherwise have declared in June this year, in relation to the year ended 30 April 2012.
John Devaney, Cobham’s chairman, said: “We are very pleased that, by increasing our offer to take account of the dividend for the year now ended, we have reached agreement with the board of Thrane & Thrane.
“Their recommendation will allow us to move quickly, and with certainty, with the integration of Thrane & Thrane into the Cobham group. We believe that this is an outstanding opportunity to bring together two world-class, highly complementary, commercially focused SATCOM businesses and is in line with our aim of prioritising investment that will bring more balance between our defence/security and commercial markets.”
The revised offer price represents a 48% premium to Thrane’s closing price per share on 24 February, the last trading day prior to the target announcing it had received an unsolicited offer. It also represents a multiple of 15.4x operating profit for the year to 31 January 2012.
As part of the board recommendation, Lars Thrane, a founder and board director of the target, has agreed to sell his 22.7% stake in the company. So too have the other members of Thrane’s board, whose combined shares represent a 0.3% stake in the company.
Thrane’s only other major shareholder, Jupiter Asset Management, had agreed to sell its 10.8% stake to Cobham earlier this year.
As of Cobham’s stock exchange announcement on 3 May, the company owned – or had received irrevocable undertakings for – a total 2,819,919 shares, representing 47.4% of Thrane’s fully diluted share capital.
Cobham is being advised in relation to the revised offer by Danske Bank and Gleacher Shacklock LLP. It has also received financial advice from BofA Merrill Lynch.
Thrane is advised by FIH Partners, which is also conducting a strategic review of its business.
The Danish firm develops land earth stations for various Inmarsat services, and has around 600 employees across Denmark, Sweden, Norway, China, Singapore and the US. It posted DKr1.093bn (US$193m) in revenue on an operating profit of DKr194m (US$35m) for the year to 30 April 2011.
