Laxey Partners has made a formal bid for TDG, valuing the logistics company at approximately £203 million.
The investment firm will pay 250 pence per share, 25 pence lower than the initial cash offer it made in February, but 14 per cent higher than the closing price per share on 26th June.
Isle of Man-based Laxey has set up LIT, known as Bidco, to act as a vehicle to make the bid, which will be traded on AIM, London’s alternative investment market.
Under the terms of the offer shareholders will also be able to opt for an ‘alternative offer’ of 200 pence per share in cash, plus 6.625 Bidco shares for each TDG share.
Laxey, which already has a 22 per cent stake in the business, plans to work with the existing management team of TDG to develop the company and believes its property portfolio presents “scope for long-term development”.
Alex Paiusco, director of Bidco, said: “The company has a strong customer base, which we value highly and we will continue to support the company in expanding the range of services it provides.
“The company will also benefit from our real estate expertise in managing its property portfolio by pursuing selective redevelopment opportunities.”
Rival bidder Wincanton pulled out of the running on 18th June, two days before the initial bid deadline of 20th June, and has reconfirmed today it has no intention of making an offer for TDG at this time.
The deadline has since been extended by the City’s Takeover Panel, first to 27th June and then to 5pm today (4th July).
David Garman (pictured), chief executive of TDG said: “The announcement also promises to provide a good outcome for our customers, employees and other stakeholders in the business. Our strategy is delivering better performance from the business and remains the appropriate strategy for today’s marketplace. We look forward to continuing to execute it with the backing of Laxey.”
11th August: Posting of Scheme Document
3rd September: Court Meeting and General Meeting
1st October: Effective Date of the Scheme and the Capital Reduction (if sanctioned and confirmed by the Court)
15th October: Latest date for consideration to be posted to TDG Shareholders (if Scheme becomes effective on 1st October 2008)
TDG operates via two divisions: Contract Logistics and Chemicals.
Contract Logistics comprises consumer, retail and industrial contract logistics and freight forwarding activities in the UK, Ireland and the Netherlands, in addition to a UK temperature controlled services business.
Customers include Coca-Cola, Kimberly-Clark, SC Johnson, Kellogg’s and Diageo. The Contract Logistics division reported revenues of £421.7 million for the year ended 31st December 2007 (2006: £377.5 million) and an operating profit (before exceptional items and amortisation) of £11.8 million (2006: £11.5 million).
Chemicals operates contracts for the warehousing and transporting of hazardous goods in the UK, Spain, Germany and the Benelux.
The division also manages a major supply chain management contract for Corus, now part of Tata Steel.
Customers include Johnson Diversey, BASF, Bayer, PPG and Tesco. The Chemicals division reported revenues of £247.8 million for the year ended 31st December 2007 (2006: £153.8 million) and an operating profit (before exceptional items and amortisation) of £8.6 million (2006: £6.5 million).
In the year ended 31st December 2007, TDG reported revenues of £669.5 million (2006: £531.3 million), operating profit (before exceptional items and amortisation) of £20.4 million (2006: £18.0 million) and profit before tax of £15.8 million (2006: £15.2 million).
At 31st December 2007, TDG had net assets of £171.0 million (2006: £156.2 million).
In a pre-close trading update released on 30th June 2008, TDG confirmed that trading for the six months to 30th June 2008 remained ahead of TDG’s previous expectations and well ahead of the comparable period in 2007.