10 January 2025
Logistics Development Group
plc
("LDG", the
"Company" or, with its
subsidiaries, the "Group")
Alliance Pharma Investment -
Update
LDG is pleased to note that the
boards of Aegros Bidco Limited ("Bidco") and Alliance Pharma plc
("Alliance") have reached
an agreement on the terms of a recommended acquisition at 62.5p per
ordinary share of 1p each in the capital of Alliance ("Alliance Shares") in cash, valuing
Alliance's issued share capital at £337.9 million, to be made by
Bidco for the entire issued share capital of Alliance, other than
the Alliance Shares held by funds advised or managed by DBAY
Advisors Limited ("DBAY"),
the Company's investment manager, including the Alliance Shares in
which LDG is interested as noted below (the "Acquisition"). The Acquisition is
intended to be implemented by means of a Court-sanctioned scheme of
arrangement.
Alliance is a global healthcare
platform that markets and distributes leading OTC consumer
healthcare and prescription products. The business has over 290
employees and is headquartered in Chippenham, Wiltshire. For the
year ended 31 December 2023, Alliance reported Adjusted EBITDA of
£45.0 million on revenues of £180.7 million. As at 30 June 2024,
Alliance had net assets of £222.9 million.
LDG is interested in 71,165,281
Alliance Shares, representing approximately 13.2% of Alliance's
issued share capital, through Fixtaia Limited ("Fixtaia"). Pursuant to LDG's
discretionary investment management agreement with DBAY, LDG's
Alliance Shares are deemed to be part of the Alliance Shares held
by funds advised or managed by DBAY, and consequently LDG is deemed
to be acting in concert with DBAY for the purposes of the
Acquisition.
Under the terms of the Acquisition,
if completed, LDG through Fixtaia will be issued unlisted,
non-voting B ordinary shares in Aegros Dominium Limited
("Equityco") (a holding
company of Bidco) in consideration for each Alliance Share held
(the "Equityco B Shares").
Accordingly, LDG is expected to receive, through Fixtaia,
71,165,281 Equityco B Shares in exchange for its Alliance
shareholding.
Bidco was formed for the purposes of
the Acquisition and is an entity controlled by funds advised or
managed by DBAY.
LDG
has no cash funding obligation or contribution in connection with
the Acquisition, and it remains the Board's intention to proceed
with a further distribution to shareholders through a tender offer,
subject to, inter
alia, shareholder approval. Consequently, the Offer will not affect LDG's current cash
position.
A link to the full announcement (the
"2.7
Announcement") in respect of the
Acquisition will be made available at: https://www.dbayadvisors.com/.
Capitalised terms used but not defined in this announcement shall
have the same meaning as set out in the 2.7
Announcement.
For
enquiries:
Logistics Development Group plc
|
Via FTI
Consulting
|
FTI
Consulting
Nick Hasell
Alex Le May
|
+44 (0) 20
3727 1340
|
Strand Hanson Limited
(Financial and Nominated
Adviser)
James Spinney
Richard Johnson
Abigail Wennington
|
+44 (0) 20
7409 3494
|
Investec Bank plc
(Broker)
Gary Clarence
Harry Hargreaves
|
+44 (0) 20
7597 5970
|